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Agent Phil Coulson was a man who knew when he was being ignored. He followed Tony Stark's line of sight and saw Virginia Potts in a backless dress and really couldn't blame him. If he wasn't a consummate professional and a perfect gentleman he'd be starting agape too. As it were he could appreciate the woman's beauty with a few glances, once he'd gotten a meeting out of Tony Stark. Fury was on his back and the man was not one you wanted to be on the wrong side of.

When Stark walked away and took Pepper onto the dance floor, he turned to watch for a moment, and thought over his current situation. He could consider his job done for the night, having tried to get a meeting out of Stark, and have a drink before heading home. Or he could cut-in, pretend it was for work, dancing and trying to get an appointment through Potts herself again.

He thought about it for a whole minute before doing neither and going home to bed.


Pepper Potts was a very attractive woman, and it really pushed at his decorum not to act on it when she thanked him for everything he'd done. It was made worse by the easy hold Stark obviously had over her without either of them really realising it, and the man's complete lack of professional work ethics in regard to the woman.

She was out of his league too, Phil wasn't delusional, but it didn't mean he couldn't think about it. Just not dwell on it.

He wasn't even out of the building when the call came, demanding to know why Stark hadn't stuck to the cards, why he was letting the man run riot at the press conference. He was back in the elevator before Fury hung up on him, ranting about Tony Stark and Iron Man and he quickly found Pepper at the back of the throng of reporters.

"What is he doing?" he said,coming to stand beside her. She turned to him and shrugged.

"I have no idea," she groaned.

"Maybe we should wrap this up," he told her, feeling his cell phone vibrating in his pocket once more.

She nodded in agreement, within moments Stark was being ushered off the stage.

"I'd better get back to Headquarters," he said, as they moved away from the small crowd following him, his cell phone to his ear and Fury yelling down it.

"I'm sorry Agent Coulson," she said.

"Not your fault Miss Potts," he said with a smile, "I'll be in touch."

"I hope so," she said, with a smile of her own before they parted.


Fury had decided to talk to Stark himself. Or rather, give the man hell for letting the world know that he was in the armour. And despite being a perfect gentlemen, and a consummate professional, he'd really been hoping he'd be the one to go give hell. For various reasons all revolving around Pepper Potts. He wanted to see her again, and liked the idea of showing Stark up in front of her.

Though he suspected she'd seen him do a lot of idiotic things and get bawled out for it by various officials. She still stuck by him and he didn't think Pepper was the type of person to stick around purely for a paycheck, however handsome it was. He suspected it was more about how handsome Stark was.

When Fury was done with Stark, Coulson was back to SI headquarters, suit perfect, shoes shined, no different to any other working day, except this working day had a gorgeous redhead in it. A passing interest was becoming a crush, a pointless one at that, and these were the reasons he kept his professionalism. His decorum.

Qualities, he was sure, Pepper would admire.

"Agent Coulson."

Her cheeks were flushed, her hair tied back perfectly, and when she shook his hand she smiled brightly.

"Miss Potts."

"Mr Stark is in a meeting that's over-running right now," she said. "Can I get you a coffee?"

"Please," he smiled back at her, and sat on the sofa she gestured to.

"I won't be a moment."

She disappeared out of the large waiting room outside Stark's office, and he sat down, but didn't relax. He never did when he was working, and couldn't in her presence.


She came back with a tray, two mugs on it, cream and sugar, and set it down on the table in front of him. He stood when she sat down next to him, smiling at him the entire time.

"Cream and sugar?" she asked.

"No, thank you."

She nodded and handed him the black coffee, doctoring her own to her liking, and he made a note of it.

"How are things at SHIELD?" she asked, almost casually, as if he wasn't there to talk about that very issue. About the chaos Stark had just made, for himself and the Strategic Homeland Intervention, Enforcement and Logistics Division.

"Not good," he said, smiling, because he couldn't not smile at Pepper Potts. "A lot of people are unhappy Miss Potts."

"Please, call me Pepper."

"Phil," he told her, offering her his own name in return with a little burst of joy in his stomach, but able to keep his face mostly straight. Mostly.

"Phil?" she smiled. "You look like a Phil."

"I do?" he frowned. "Is that a good thing or a bad thing?"

"Good," she said, with a blush.

He beamed at her and was tempted to reach out and touch her somewhere. Her shoulder, arm, knees, but he kept his hands to himself, wrapped around his too-hot coffee mug.

"I was wondering, if you wanted-"

Her words were cut off by Tony Stark striding across the waiting area towards them. Coulson was on his feet immediately, mug on the tray, hand stuck out as the other man reached them.

"Agent Coulson," Stark said, shaking his hand hard.

He glanced at Pepper, who smiled shyly at him, as they marched into Starks office.


He nearly dropped the phone when Pepper Potts called him. She didn't have to call him, he had an assistant too, but it was her voice, shy and sweet.

"Agent Coulson?" she asked.

"Miss Potts, how can I help?" He wanted to ask, 'What's Stark done now?' but bit his tongue.

"I never, um-"

"Is everything alright?" he asked.

"Yes, fine, I wanted to ask you out to dinner earlier, but never got the chance."

"Are you asking me now?" he teased.

"I guess so."

"Dinner tonight?" he asked, rationalising it quickly in his mind. Fury was in charge of Stark now, he was no longer on Stark's case, Fury was dealing with the Avenger Initiative and Coulson was just doing some paperwork, and would soon have other assignments. Hopefully.


Stark was his boss' problem, his boss' responsibility. All Phil had to worry about was finding something to wear to dinner, and somewhere to go.

Much harder than it sounded when he had Stark's billions to compete with.

Chapter Text

He was cooking for her.

She really liked the idea, no one had cooked for her since her mother died. She dressed as if she were going out to a top restaurant though, black dress and killer shoes, low cut bust line but lower heels than usual, because Phil Coulson was a little shorter than her, and while he didn't seem intimidated by her height in any way, she didn't want it to become a problem between them either.

She waited for him to answer, smiling when he opened the door in a lilac shirt and holding a wooden spoon.



"What are you making?" she asked, nodding towards the spoon in his hand.

"Oh, risotto, is that okay?" he asked, holding the door open to let her into his apartment.

"Sounds great."

"Come on in," he said. "It's almost ready."

He led her into his kitchen, the smells hitting her and making her hungry.

"Nice place," she said, trying to dampen down the nerves. She hadn't been on a date in so long, hadn't had the time, or the inclination, or the unspoken permission from Tony. That last reason really annoyed her, and that's why she hadn't told him about her date with Coulson.


"SHIELD pay well?"

"High enough up is does," he said, "they make you work for it though."

"I can imagine."

"The problem with some high salary jobs is finding the time to spend the money. I'm sure Stark keeps you too busy to use yours too."

"I spend it on shoes," she said with a grin. "Stupidly expensive shoes."

He looked away from the meal he was preparing them and down to her feet, a little smile curving his lips.

"I had noticed."

She blushed and moved across the kitchen to stand next to him, looking at their dinner.

"It's 99% ready."

"99%?" she queried, with a quirk of her eyebrow.

"Try it."

He held out the spoon with a little of the rice on it, blowing gently on it before offering it to Pepper. She leaned forward, taking the food.

"It's done Phil," she told him with a grin.


"100%," she said, trying not to laugh, his face was so serious, as if the extra percent was the most important thing in the world.

"I may carry a gun but really I'm a number cruncher at heart Miss Potts."

"I'm starting to see that."

"Let's eat," he said with a smile.


He was neither action man nor number cruncher Pepper realised as they talked over dinner, but cooked really well. He was a little anal maybe, but then so was she, and it suited her just fine. He talked about his job, within the bounds of classified information, and she did the same, within the bounds of discretion for Tony. She liked his own discretion, and decorum, though she could tell he was holding back. She was curious about him, about what was behind his professional façade but suspected it would take a little time to find out.

She wouldn't tonight though.

He drove her home after dinner, having drunk a single glass of wine. She wanted to ask if that was his habit or if it was just so he could drive her home. She kept the thought to herself however, unsure which answer she would prefer. They talked some more in the car, about music, as he told her to choose something to listen to on the way and she fiddled with the settings on the radio. She liked his quiet manner, his gentlemanly conduct, the way he laughed when she told as joke; like he never laughed normally and was going to make the most of it.

He walked her to the door and she knew he would never ask to come in, and, while she wanted to ask, she knew she shouldn't. All she did was kiss him on the cheek and say goodnight before slipping inside.

She left him a message the next day to thank him again for dinner, and that she hoped they could go out again, because she really did. She wanted him to ask her out, to see if he wanted to go out with her. It was a test, but she had to test it, him, this. It had been too long since she'd dated, way too long, and had a little bit of hope for Phil Coulson.

Chapter Text

He called the next afternoon. He wanted to call the moment he got up in the morning, when he got to the office, when he got the message she sent him. He was keen, overly so for reasons he as unsure about, but he had years of practise when it came to dampening down desire, emotions, anything that was outside of his remit as the professional and the gentlemen. So he managed to wait until after lunch before calling Pepper to arrange another date.

"Phil, hi."

She sounded as keen as he felt but he didn't comment on it.

"Ms Potts," he said, warm but formal. It helped to keep him focused.

"Having a good day?" she asked.

"Not bad."

It was a little white lie, his day had been pretty atrocious thanks to Stark's little stunt at his press conference but he kept that from her. No point in annoying her.

"Mine's been awful," she said. "The press conference really screwed everything up."

He kept hold of his amusement. Barely.

"So, would you like to have dinner again?" he asked.

"Sure, I'm free on Wednesday or Thursday."

"Stark got you busy the rest of the week?"

"The company in general. There's a lot to do when your billionaire boss is also a superhero," she said. "Though don't tell him I called him a super hero."

"Very unlikely Ms. Potts."

"And stop calling me Ms. Potts."

"Sorry, it's the work suit."

She laughed at that and he smiled, his insides squirming a little.

"Wednesday?" he asked. He couldn't wait 'til Thursday.

"That would be great. Want me to choose a venue this time? Though I can't really cook."

He chuckled.

"We'll go anywhere you like," he said.


They picked a time and Pepper said she she'd think about a place and, before they hung up, she spoke again.

"I'm glad you called."

His day just got brighter and brighter.


She was on the phone when he picked her up, chattering quickly and cupping the mouthpiece to whisper an apology as she let him into her apartment. He followed her inside, looking around briefly but his focus on a barefoot Pepper Potts in a little black dress. He stood in one spot as she wandered about the room, talking to who she could only assume was Stark, seemingly without purpose until a black pair of heels were pulled from behind a chair. She grinned at him and dropped own into an armchair

He watched her struggle to put the shoes on before dropping to his knees before her to slip them onto her feet. She squeaked when his hand slid around her ankle, almost dropping her blackberry. She quickly apologised and explained to squeak to her boss, but let him continue to fasten up her shoes.

"I'm about to have dinner," she said, getting his attention. "No I don't need any company thank you Mr. Stark."

He grinned, fastening the other shoe and running his hands around her ankle and calf in a caress as she tried to end the conversation with her boss. She gasped at the feel of his palms on her leg but managed to hang up without further incident on the phone.

They were quiet for a moment, and she smiled.

"Are you going to stand up now?" she asked.

He felt the heat on his cheeks as he blushed, but she didn't comment, only took his hand as he rose.

"Ready to go?" he asked, letting go of her hand.


It was their second date and something had changed dramatically with the act of putting on her shoes and the simple caress around her ankle. It had created a tension he didn't think they were ready for yet. He wanted to apologise but he wasn't sure what for, so he stayed quiet through dinner as they ate.

"Phil?" she asked, reaching across to tap his hand. He'd drifted off while eating.


"Everything okay?"

"Fine," he said, with a smile, "I'm sorry about before."

"Before?" she asked, the confusion scrunching her face up and making her look adorable.

"When I put your shoes on."

"Why are you apologising for that?"

"I felt your legs up."

She chuckled, sitting back and stretching her legs out to tangle with his.

"I kinda liked it," she said, with a grin her cheeks blushed red. "Don't you like my legs?"

"Of course," he said, with a smile.

"Then you don't need to apologise," she said. "Idiot."

"I don't think it's very nice to insult your date Ms. Potts."

She smiled again, rubbing her bare calf against his with a cheeky grin that he adored. He adored her, and wanted to tell her so but held back. Second date, it felt to soon to be so open with her, but he wanted to.


He drove her home, he wasn't really a drinker and told Pepper as much when she questioned his single glass of wine. Red tonight, to go with his meal. They chatted in the car again, Pepper more animated than before and he assumed first date nerves had dampened her down a little before. It had certainly done the same to him, and they laughed together this time, and louder too as he drove the black SUV.

They pulled up at her apartment and he ran out to open the door for her again as on their last date. Perfect gentleman, his mother would be proud and he knew Pepper would continue to appreciate it. She beamed at him, and they walked up to her door and he went to say goodnight when her phone rang.

"Mr. Stark?" she said, polite as ever, mouthing another apology to him. So close, Phil thought to himself. Close to what he wasn't sure, but he was annoyed all the same as Pepper unlocked her door and chatted to Tony.

"I'm at home."

He tuned into the conversation again when her tone went a little defensive.

"I just got back, I went out to get some dinner," she continued, "listen, Tony, can I call you back when I've gotten back inside my apartment?"

Phil smiled, her voice was strong, and she was trying hard not to let her annoyance be heard.

"Thank you." She hung up and slipped her phone back into her pocket again. "Sorry Phil."

"It's okay Pepper," he said.

"I had a great time."

"Me too, I'll call you again."


He leaned forward to kiss her on the cheek, but she smiled at him, cupping his cheek to move his face so she could kiss him on the lips. They were connected for mere seconds, before she pulled away, smiling still.

"Goodnight Phil."

"Night Pepper."

Chapter Text

The third and fourth dates were easy. Easier. Phil decided, taking Pepper to dinner and the movies was a much more relaxed affair for the them, and while she had still only given him chaste kisses on the lips (and he hadn't pushed for more) they were good dates. He had fun, Pepper always beamed every time she saw him.

Stark only interrupted once.

The challenge – and he knew it would be one – would be their fifth date. Despite his ability to reign in his emotions and his physical reactions, his feelings for Pepper were growing intense and more importantly he was escorting Pepper to one of the many parties Stark threw. Parties that she organised with a level of organisation that was a little bit of a turn on for him.

He had to wonder what that meant about him.

He wasn't intimidated by Stark. He just didn't like it when he had to share Pepper's time with him. The more time he spent with her, the more time he wanted to spend with her. He knew there was a lot he still didn't know about her, and every second he spent with her uncovered a little more of the woman. Plus, eventually, he hoped things would progress physically and he really hated to be interrupted in the middle of making love to a woman. It just wasn't done and he suspected it was going to happen.

If things got that far. It was really Pepper's call, he didn't want to push, he just wanted more. More of whatever she was willing to give him.

He could wait. He was a patient man. He could always wait.

But the party couldn't, and he slipped on the tux like it was any other suit and made sure his shoes were spotless. Not that most people would notice, he knew but Pepper would. Pepper took all of him in whenever they were together. He liked that about her, that she analysed him like that. It wasn't quite polite, but it turned him on a little, and he while he was good at holding onto that feeling, holding back that feeling from Pepper, he couldn't hold it back from himself.

Especially when Pepper opened her door to him in flowing white dress, with a slash cut out at the thigh. She smiled at him and he faltered at her doorstep, unable to get his feet to work.

Or his mouth.

She turned to lock her door, and bared her almost bare back, criss-crosses of white material over freckled skin and he sighed. She turned back smiling and he managed to speak.

“You look amazing Pepper.”

“Thank you, so do you.”

She kissed him on the cheek, lingering for a long moment.

“You're nervous,” she said, as they climbed into his car. “Don't be.”

“I'm not nervous,” he said.

“Phil, I can tell, “ she said, putting her hand over his on the gear stick before they could pull away, you're so poised and put together usually,”she said, “and you still are, but I can see it.”


He chuckled, and lifted his hand up to his lips to kiss it gently, but didn't say another word as he pulled away from Pepper's little apartment building.


They danced. He wasn't sure he could even dance any more, but he swept Pepper around the dance floor with more ease than he had expected. He wondered if that was more her than him, but he remembered his dance lessons well enough to not step on her toes once. She smiled, a million times, she smiled at him even as Stark glared at him.

Part of him wanted to kiss her there and then, hard and in front of everyone, in front of Stark, but instead he offered to get her another drink and they walked over to the bar together. Pepper slipped her hand into his and he forced a smile out, even as Stark headed over to them.

“Champagne?” he asked.


They separated at the bar as Stark beckoned her over and she went, though after a moments hesitation and an apologetic smile, and a little trepidation in her step. He ordered some champagne for them both, turning to watch the two of them talk out of ear shot while he waited.

He really should've let Barton or Romanov teach him to lip read but then, he didn't want to intrude. So he watched, as Tony spoke down to her (not easy in those red heels he noted), glancing past her at him the entire time with a smirk on his face and the skin on Pepper's neck reddened until she whirled around, face flushed and pissed and she was stalking towards Coulson. She grabbed his hand and pulled him away from the bar.

“Pepper,” he started, but she gripped his hand harder and he let her lead him through the ball room and into a hallway off to the side. It was long and empty, but she didn't stop stomping down it until Phil stopped and pulled her to him. She tried pulling back, still pissed, and fell into his arms.

“What's wrong?” he asked, ignoring the fact that the length of her body was up against his now, and she was very, very warm.

“Tony!” she snapped.

She kissed him then, pushing him up against the wall of the quiet hallway, smacking his back against it. His brain shorted out for a second, and he kissed back, wrapping his arms around her waist and holding her against him, even as she pushed harder. She bit his lip, a hard nip that jolted both his brain and his dick, and with a groan he pushed her away.

Pushed away a hot angry Pepper Potts.

She pushed back, trying to kiss him again, one hand finding his growing erection and squeezing a little too hard for his liking.

“Pepper,” he tried, “stop and talk to me.”

“Fuck me,” she told him, blushing bright red underneath the flush of anger. “I know you want to, you've been staring at my thigh all night.”

He didn't think he'd been so obvious about it, but then, Pepper's eye was almost as keen as his. If she ever wanted to change careers, he was sure he could train her to be an effective agent.



She went to kiss him again and he pushed her away, harder this time, grabbing her wrists and spinning them both around smoothly until Pepper's bare back was against the wall. He pulled her hands above her head and held her there, taking a step back to that their bodies were separated.

“You don't have to be a fucking gentleman all the time.”

He snapped.

“I'm not fucking you against some wall because you're pissed at Stark.”

She struggled against his hold, but he was stronger than most men, and while he now knew Pepper was no weakling, she had no chance to escape his hold. His grip was hard around her wrists, but he knew he wouldn't bruise her. Not yet. He didn't want to hurt her. Just stop her.He took a deep breath.

“Let go,” she hissed.

“What did he say?”



She pulled against his hold again, then settled again against the wall.

“He was disparaging, towards you, towards us,” she said, suddenly relaxing in his hold.

He let go and she fell forward again, wrapping her arms around him and holding him. Not tightly, just holding him. Resting her head on his shoulder she kept talking.

“And, I knew he would be, I knew it was coming, he thinks he owns me. My life and my time and it – oh god Phil I'm so sorry.”

She sobbed in his arms, and he held her close, letting her cry it out. She did so, weeping gently on the shoulder of his tux for a few short minutes until she looked up at him, eyes red but face pale once more. Still beautiful.

“It's okay Pepper, I'm not angry.” He let go of her, wrapping an arm around her shoulder and starting to lead her down the hallway, away from the party. “Let's get you home,” he said.

“Exit's back through the party,” she mumbled, looking at him with wide eyes.

“Back way,” he said, “I made sure I knew every exit before I got here.”

“Do you do that for all our dates?” Pepper asked, smiling.

“Of course.”

She laughed at that, and let him lead her out of the hotel and back to his car.

Chapter Text

They talked.

At Pepper’s apartment they drank coffee on her plush green couch, Pepper leaning against him, her heels discarded, dress pulled up to her knees as she rested her feet on the cushions. She was still immaculate, loose hair tucked behind her ears, eyes bright and smiling. Phil had shed his jacket and draped it over a matching arm chair when she offered him coffee.

Pepper had removed his bow-tie.

Kissing him, hands smoothing around his neck, pushing his shirt collars up, fingers slipping in to stroke his skin so very gently and Phil had been unable to breathe until, she moved again. She followed the band of his bow-tie back around, deft fingers untying it quickly and tossing it aside with a kiss on his cheek.

And they talked.

She vented her anger at Stark. ‘Coulson’s out of her league.’Pepper was his‘, he had said, ‘He paid for her time.’

“I felt like a prostitute suddenly,” she said quietly, and Phil held her closer, kissed the top of her strawberry blonde hair, inhaling gently.



“Quit,” he repeated. “He doesn’t deserve you and you don’t deserve that. So quit.”

“I c-couldn’t.” He sighed. So loyal. He loved her for it.

Loved her?

“He’s just jealous,” she continued, “he’ll get over it. It’s been a while since I had a serious boyfriend and he needs me now more than anything. Stark Industries needs me.”

Phil didn’t know which part of the sentence to deal with first, so he kissed her on the lips before letting her settle back against him once more. He placed a tentative hand on her hip and she shifted a little, he started to move his hand slowly up and down her hip, over her waist, down to her leg. She made a little mmmm sound and he carried on talking.

“Then don’t let him treat you like that.”

“I won’t. I don’t. But I couldn’t retaliate at the party, in public,” she sighed, almost melting into him, settling comfortably into the sofa. She was sleepy, her voice slowly and almost a whisper. “I’m sorry I took my anger out on you.”

“It’s fine Pepper,” he said, and he really didn’t mind, and any other time he would’ve let her fuck him against any wall she wanted.

“Why – why didn’t you have sex with me?” she asked, quietly, tensing up in his arms. He felt the blush on her cheeks, heat rising in them.

“Any other time,” he said, “Any other time, but not the first time sweetheart.”

The endearment slipped out, but she didn’t comment on it. She simply relaxed again and after a little while she fell asleep against him. He had two choices, fall asleep with her, wake up in the night with a bad back or help her to bed and go home.

Neither choices were particularly promising, mostly he wanted to take her to bed and crawl in next to her, wrap his arms around her and hold her until they fell asleep again. Her skin was incredibly soft, and his hands had been trailing further up and further down as they had talked finding that out. Soft and warm and he had it bad.

He knew that from the beginning.

He slipped out from beneath her and stood, stretching out and pulling at his trousers, they were feeling a little snug, he couldn’t deny it. She fell back onto the sofa, eyes closed, dressed starting to twist round her body. He smiled, and bent down to pick her up in one swift movement.

“Phil,” she mumbled, eyes half open.

“Hey,” he smiled at her, carrying her through her apartment to what he assumed was her bedroom. It was the only one he hadn’t been inside.

“Where we goin’?”

She closed her eyes again, settling her head against his chest.

“I’m putting you to bed.”


Phil chuckled and shouldered open the door, laying her down carefully on the bed in the darkness. She immediately rolled onto her side, tucking her hands up by her face. He spread a blanket over her and kissed her on the check.

“Stay,” she mumbled, reaching out for his hand, but missing. He took it, and squeezed it gently.

“Another time,” he told her. “Go to sleep, I’ll call you tomorrow.”

“Go’ Nigh’ Phil.”

“Good night Virginia,” he whispered. “I love you,” he added, hoping she wouldn’t hear.

Hoping she would.

She didn’t stir though, and he left the room silently, slipping out the apartment and driving home


Tony turned up at his apartment the next day.

A little shocked and a little pissed off, Phil didn’t invite him in, just stood there and waited for the man to say something while in the doorstep.

“I’m sorry,” Tony said after a moment’s silence, realising what Phil wanted. “I came to say I’m sorry, and I’m an idiot, and a little jealous. “I’m trying to be a good guy now, but it’s an adjustment and I’m sorry.”

“Did you apologise to Pepper?” Phil asked.

“Yeah, she gave me hell this morning, first thing. I have hangover and she laid into me.”

“Good. That’s all I care about.”

“Yeah, well, I won’t do it again.”

“You will,” Phil said. “You need help Stark. Either therapy or a broken nose,” the words came without his thinking. He wanted to punch Stark, had done since the press conference. The an needed taking down a peg or two, but that wasn’t his job. Wasn’t his place.

“A broken nose?” Tony said.

“I can provide either,” he added.

Tony laughed, and shook the man’s hand briefly.

“I like you Coulson,” he said, smiling. Phil didn’t smile back. He was still pissed.

“Treat Pepper better and I might like you too.”

Tony nodded.

“I’m sorry, once more,” he said. “And you should be aware I don’t apologise for much.”

“I am aware.”

There was a moment’s silence, long and tense, before Tony spoke again.

“Okay, so I’m gonna go.”

“Did she send you over here? To apologise?” he asked, before he left.

“No, this is all me.”

“Be good to her Stark.”

“Isn’t that suppose to be my line.”

“I am good to her. You’re the asshole.”

Tony laughed again.

“See you around Coulson.”

Phil nodded and watched the man leave, heading back to the elevator and out of sight.

They were going to go through this again. And again. He knew that for a fact. Phil was pretty sure Tony was always going to be a part of this relationship, whether he liked it or not, but it was too late to do anything about it. He was already in love.

Chapter Text

Pepper called an hour later, full of apologies and appreciation and then more apologies when she heard Tony had been to see him.

“It's fine Pepper,” he said, “It's nice to hear your voice,” he added.

“Yours too,” she said, voice suddenly a little softer, breathier. Phil was pretty sure he was going to die. “Are you free for lunch?” she asked.

Of course he was, for Pepper, he was free for the rest of his life, but he simply agreed to meet her at a restaurant near her apartment in a couple of hours. He changed into a shirt, but decided to wear jeans with his shoes. After last night's tux, he needed to relax a little. He had managed to get down to his car when his phone when off.

The boss.

For the first time in his career, he was tempted to ignore the call, but once he had been sick and unable to find his phone while feverish and Romanov had turned up at his apartment to find him half naked on the floor of his bedroom. He did get the day off, but he spent it in medical getting treated for some tropical disease he'd picked up on the last mission.

His work was too important to fake a tropical disease and too important to skip for a woman.

Even a woman he was in love with.

He changed his trousers, slipped on his shoulder holster and grabbed a tie on his way back out again. It was still stuffed into his pocket when he pulled up outside the restaurant and threw the valet his keys, telling him to circle the block, he'd be out in five.

The kid eyed the loaded gun at Coulson's waist, nodded quickly and jumped in the Volvo and drove off, while Phil headed into the restaurant. He spotted Pepper immediately at a table, dressed in a light yellow sun dress. His stomach did a flip and he considered quitting Shield entirely for a moment. She smiled when she saw him but it faded at the sight of his suit and gun.

“I have to go on an assignment,” he said. “I'm really sorry Pepper.”

The smile returned and she kissed him on the cheek.

“It's okay, it's your job,” she said.

“I’m still sorry.”

“How long will you be gone?” she asked, waving the waiter away when he approached their table. They hadn't even sat down, and instead Pepper urged him back out the restaurant and onto the street. Phil's phone buzzed in his pocket again and he pulled out his tie to get at it. Pepper slipped the silk material from his fingers as he checked a second message from Fury and one from Hill, letting her move him around. She lifted his white collar up, carefully wrapping the tie around his neck and pulling it so it was the right length for her to knot. He watched her face carefully as she did so, the fine line of her lips as she concentrated, the warmth in her eyes.

“Pepper,” he whimpered. She looked up at him and smiled, so sweet he thought he might melt.

“How long?” she asked again.

“I don't know,” he said, “sorry.”

“That's okay.”

It wasn't, he could tell, she was holding back from him but he didn't really have time to deal with it now, to really even comfort her.

The kid with his car pulled up outside the restaurant once more and jumped out. Phil swapped his keys for a five dollar bill, and went to get in.

“Phil, wait,” she took his hand and urged him gently to her. She kissed him soundly on the lips and for a long moment he couldn't breathe, just kiss, pressing his lips against hers and wrapping his arms around her. He pulled her close, holding onto her tightly as she deepened the kiss just a little, his hands brushing down her back feeling her warm skin through the thin material of her dress. The phone buzzed in his hand and he ignored it favour of running his tongue over her lips until she opened up and let him taste her. She was incredibly sweet, and he had to break the kiss to process everything for a second. He would've kissed her again but his phone stated ringing.

Fury was calling.

“You should go,” she said.

“I'll call you when I'm back.”

She gave him another peck on the lips and watched him get in his car and drive away, watching her in the mirror until he turned a corner.

Chapter Text

Pepper missed Phil.


They had been together a month and a half, a little longer perhaps and she really felt his absence. More than she had realised she would. More than she wanted to. Not only were there no dates, there were no phone calls, no emails, no short sweet texts during the day. She had gotten used to the regular communication from him as well as his company. Now it was just Pepper and Tony again and it was a little surreal.


Especially when Tony left too, a streak of red and gold through the half fixed hole in his roof.


“Sorry, Pep,” he had said, “it's, it's who I am now.”


“I didn't say anything,” she replied.


“You have a look.”


She hadn't said anything for a moment as the bots as dressed him up from top to bottom.


“Phil's gone.”


“You broke up?”


She hated how hopeful he had sounded just then.


“No, no, he just went on assignment,” she had said quickly.


“Ah. Well he'll be fine. We'll both be fine.”


“I hope so,” she'd said. “I....I couldn't bare to lose either of you.”


He smiled and then had stepped away from the bots.


“I can't speak for Coulson, but I'll be back soon okay.”


She had nodded and watched him go, before sitting on the tatty sofa in his workshop for half an hour, just watching the sky change colour through the hole in the ceiling.




The first day was easy, it was Monday and back to work, filling in for Tony and picking up the extra work that had built up over a rare weekend off and she didn't really have time to think about Phil or Tony. She did think about them, whenever she wasn't reading a report, or writing, or talking to someone, the idea of Phil or Tony (or both) in danger popped in her head.


The longer they were gone, the worse it got. Jarvis was able to update her on Tony's progress now and then, but Phil....she was completely cut off from her boyfriend.


Boyfriend, she smiled at the word. She couldn't remember the last time she'd had a boyfriend, one she cared this much about. She'd never had one that could put up with Tony and his dependence on her, but Phil took it all in his stride without blaming her or threatening him. It was nice. It was perfect. Phil was perfect. Good looking and smart and sensible and the way he looked at her made her insides jump and something warm settle low.


Pepper wasn't sure how she felt about him, she was still trying to work it out, the warmth, the happiness that spread through her every time she saw him. The way every hair on the back of her neck stood on end whenever she heard his voice. The low level arousal that started to build whenever she touched his skin. It was serious. Had gotten too serious, too quickly perhaps, but she was too far in already to turn back.


When he was back, they would talk, they would be together and she could figure out how she felt. Until then she was just waiting.






“Miss your girlfriend?”


He ignored Barton's voice crackling in his ear, hitting a guy on the back of the head and moving forward through the warehouse, trying to listen for more guards or Romanov's light footsteps. He heard neither, just the childish taunts of Barton in his ear piece. Normally he would be in control, the two agents could handle pretty much anything together, but Fury had asked for a favour.


He didn't mind, he liked being in the field.


“A little,” he admitted quietly.


Barton jumped down from the pipes above him, landing deftly next to him, grinning.


“Is she hot?”


“She's Pepper Potts,” he said.


“What?” Romanov said, appearing ahead of them, sitting on a box, her feet resting on an unconscious guard.


He hadn't told any of them yet, any of these spies and assassins he considered friends. He was surprised they didn't already know, he wasn't hiding it, he was only hiding his feelings. Badly apparently.


“You're dating Stark's PA?”




“I thought they were fucking?” Romanov jumped down from her box, pulling a knife from her belt and thrusting it into the throat of a guard the two men hadn't noticed coming into the room.


“That's just a rumour,” Phil said tersely. “Let's just get this done okay?”


“We'll talk about it later,” Barton said.


“No we won't.”


“We will.” Romanov said, smiling at him with that evil glint in her eye that reminded him that she could make him do anything she wanted, and make him like it. Later the three of them would be talking about his girlfriend.


His girlfriend, who was on the other side of the world, and had no idea how he felt about her. He was more sure than ever though – being out of complete contact with her for three days now, he missed her terribly and it gave him a clarity he had been looking for. He loved her. Plain and simple. And he was pretty sure he could tell her so the moment he got back.


Whether he should, he supposed, was where Barton and Romanov came in. Despite their rough edges they wanted the best for him. He was the normal one, they told him, the one who should have a life even if they didn't.


Which was sweet and sad.


Like the smile on Pepper's face when he left, honest and pained but loving.


He wondered if she loved him too.


There was the crack of wood right behind him, and he whirled around in time to avoid being shot in the face, the bullet grazing his cheek. He yelled, but got a couple of ill-aimed shots off himself. Enough to make the guard stagger and swear – Phil punched him square in the jaw with a sickening crack, flooring him before he could step over him and head into room the next room, wiping at the blood trickling down his cheek.


“Found it,” he said, into his radio, Barton and Romanov appearing in moments like ghosts.


The bank of computers was old, but everything was lit up, he recognised the logos though, recognised the configuration of the machines.


“Did Fury say anything about this being a Hydra base to you?” Barton said.


“It's an old one,” Phil said, sitting down at one of the consoles. “I'll pull up what we came for.”


“Just be quick.”


“These units were built before you born Romanov, nothing is going to be quick.”


She laughed, and headed back to the door to keep watch.


He was quick though, because he'd worked with this stuff before, back when he was still a green agent with a little bit more hair and a little less experience.


“I don't like it,” Barton said over his shoulder.


Phil didn't answer and when all hell broke lose, he didn't really have time to agree.

Chapter Text

By time he got home, he was a little banged up. He still hadn't had a chance to call Pepper, after being extracted and fixed up in medical, before he was dropped off at home. Everything after the extraction was a bit of a blur to him, possibly due to the head injury; a minor concussion that had left him feeling a little sick and dizzy. It wasn't serious, he'd had worse, he was pretty sure he'd fractured his skull once but he couldn't quite remember the details. It was in his file somewhere.

Barton and Romanov were fine, cuts and bruises that they both shook off in favour of him being seen to first. Though he suspected they would've insisted he be treated first even if they had been about to lose a limb. So he had his arm in a sling and a cut on his cheek, and a hell of a headache but he was okay.

Well enough to go to Pepper's office at Stark HQ when he got back with a bouquet of flowers and an invitation to dinner.

“Ms Potts, there's a Phil Coulson here to see you.”

“Oh,” her voice came over the intercom and then cut off and the door to her office was opened a moment later as she came rushing out. She went to wrap her arms around him but stopped when she saw the flowers.

And his injuries.

“Oh my god what happened?” she said, taking the flowers from him. She managed a small smile, but she'd gone a little pale, hesitating when kissing him on the right cheek.

“Wrenched my shoulder, hit my head...bullet grazed me.”



“Oh,” she paused, “let's go in my office.”

She took his hand and led him into her office, closing the door behind them and kissing him on the lips, soft and lingering, but keeping her distance from his body. His injuries.

“Will you be okay?” she asked.

“Pepper I'm okay,” he said, “really, it's a scrape and the sling is just a precaution.”

She nodded, dropping the flowers onto desk for a moment and letting Phil wrap his good arm around her and pull her against him. He kissed her, pushing harder this time, she was perfect and he had missed her. Five days and it had felt like a piece of him was missing. Now he was back with her and it was like coming home.

“I missed you,” she sighed, breathing a little harder than before, cheeks flushed and eyes a little wild. He had big plans on romancing Pepper into bed for their first time, but he wondered if he should give it up and urge her over to the sofa.

“I missed you too,” he said, stroking her cheek. “I, I was a little distracted,” he admitted.

“Yeah?” she grinned.

“Have dinner with me tonight?”

“Of course,” she smiled at him, her thumb reaching out to touch the edge of the cut on his cheek. “Does it hurt?”

“No,” he lied, and she chuckled.

“How bad?”

“The cut is fine, bit of a headache. The shoulder is mostly sore.”

“I'll massage it later if you want,” she said, “after dinner.”

He didn't quite know how to respond to that, simply swallowing hard and nodding, her face sweet and innocent and dying to be kissed again.

“I'll pick you up.”

“You can't drive!”

“In a cab.”

She shook her head.

“No, I'll pick you up, at seven.”


He kissed her again, pressing his entire body against her as well as he could, just because she looked so perfectly pressed and something deep inside him wanted to ruffle up every inch of her.

“So glad you're back,” she gasped, pulling back a fraction.

“Yeah,” he mumbled, kissing her again.

He could do this all afternoon he realised, kiss her and hold her and explore every inch of warm soft skin.

Maybe he would soon.

There was a light knock on the door and she jumped away from him, lipstick a little smudged, breathing hard under the slightly rumpled blue silk of her blouse.

“I better go.”

“Seven,” she said. “I'll see you at seven.”

He simply nodded and opened the door to a young woman holding a set of folders, making her jump when she realised he wasn’t Pepper. He smiled at her and walked back down the corridor, wondering if they should just eat in tonight.



He was managing to dress himself easily enough, but the pain when he did so made him look a little pale when Pepper picked him up at seven. She looked concerned for a moment as she kissed him on the cheek, but he took in her appearance, the short skirt of her red dress riding up her thighs a little as she sat in the car made him flush enough to cover it up.

She blushed when she realised, but grinned and started up the Audi again.

“How are you feeling?” she asked.

“I'm okay,” he said. “Really, you don't have to worry about me.”

“I do worry about you though,” she said, “I care about you, so, I will always worry.” She spoke softly, as if unsure of how to say it, and he wasn't sure how to react. So he put a hand on her thigh and stroked the soft skin with his thumb. She shivered, car speeding up a little, but didn't stop him.

At the restaurant, she told him about her few days of peace without Tony, reiterating how much she she had missed both men. Especially Phil, she'd added quickly, legs interlocking with his and he had no doubt that she had missed him. Or that she had missed Tony. The man may be a third wheel in their relationship but there was no getting rid of him, Phil had come to accept that easily enough.

As long as he was good to Pepper.

She smiled at him from across the table, and he sipped his wine, feeling her foot slip up his calf even as she ate her dinner. While she did so he told her about his assignment. The bare minimum of facts that he thought she might want to hear. He was in the field but that was unusual for him he assured her. Everything he did was usually as the control for an op.

That was it. That was all he could tell her. That was all he could tell anyone.

“I’m sorry,” he said. “I trust you but -”

“It's okay Phil,” she said, “I do understand.”

He was surprised by that and it showed by the look on her face, and the way she reached out to him.

“Really,” she said. “To be honest, I don't think I really want to know more.”

He chuckled at that, kissing the hand he offered her, her skin soft under his lips and moved her chair closer to him, to kiss him on the lips.

“Let's get out of here,” she told him. “I'll drive you home.”

“Sure...” he said, frowning as she smiled brilliantly at their waiter to get his attention. Pepper laughed at the look on his face as he paid for dinner before dragging him out of the restaurant by his good arm.

“I really missed you Phil,” she said, wrapping her arms around him and kissing him soundly. He kissed back, reaching up to cradle her head gently in his good hand, deepening the kiss and pressing her against her car with his body. She sighed and pushed him away firmly after a long moment.

“We're in a parking lot,” she said, blushing a little under the street light.


She smiled and opened the door to the car for him.

“Let's go.”

Chapter Text

Pepper drove him home and walked him up to his apartment, helping him open his door and following him inside. He considered offering her coffee as he held the door open for her, but when she came in he whirled her around and kissed her soundly instead, unable to resist the impulse to do so. He kicked the door closed behind them, trying to wrap both arms around her, grunting in pain when he pulled at his shoulder.

“Oh, Phil careful,” she said.

“I'm fine.”

“Are you sure?” she asked.

He nodded, kissing her again and taking her hand and pulling her through his apartment slowly, dropping kisses on her face, her neck, her shoulder. Marking every freckle he could find on her bared skin as they made their way to his bedroom.

“You might need to help me undress,” he said, “took me half an hour to get into this shirt.”

She chuckled and extracted herself from him. She carefully pulled the sling from his arm, laying it down on the chair in his room, taking a moment to look around the clean tidy room. He had a dark blue comforter, and crisp white pillows on his bed, everything was in it's place. Pepper smiled at him, cupping his cheek and kissing him quickly before helping him out of his dark jacket and starting on the buttons of his shirt.

“You're trembling?” Phil said, taking her hands, his shirt hanging half open.

“Oh, am I?”

“Pepper what's wrong?” he asked, kissing her gently.

“Nothing, I guess, I'm nervous.”

“We don't have to do anything,” he said, “I can take you home right now. Or we can have coffee and talk.”

“I don't want to go home, and I don't want to talk,” she said, taking her hands from his and continuing to open his shirt. “I want you.”

She was blushing as she said it, but her hands were a little steadier as she helped him out of the shirt, running her fingers across his chest lightly, barely touching.

“Then why are you so nervous?” he asked, sucking in a breath. “Pepper.”

She smiled.

“I guess it's been a while,” she said, running one finger around his nipple, making Phil jumped. She didn't look at him, she kept her eyes on his chest, hands running down to his abs. He tipped her face up gently, smiling at her, the anxiety was back, her fingers were shaky against his skin and her eyes were dark.

“I understand,” he said softly, kissing her again. He turned her around and kissed the back of her neck above her dress making her shiver. With his good arm he unzipped her dress, pulling the soft garment from her pale body and urging her to step out of it. She turned around, dressed only in blue lingerie, blushing furiously. Phil smiled at her, her arousal building quickly.

“Pepper, you are the most beautiful woman I have ever met,” he told her. He went to manoeuvre them over to his bed, but she stopped him, hands going for his belt, a playful little look on her face. It was sexy as hell, and Phil would've dropped to his knees there and then but wasn't sure it was a good idea with only one good arm.

“It's only fair,” she said with a grin, unbuckling his belt and pulling open his trousers. She pulled them and his boxer briefs down, kneeling down in front of him and unlacing his shoes. Phil looked down at her, half-hard erection just in front of her and the vision of it making him groan quietly. She helped him out of his trousers and underwear until he was naked in front her, and she looked up at him, flushed and smiling. “Phil,” she said, but he couldn't quite answer her, he had started to lose some of his higher brain function and almost swore when she leaned forward a little a licked a line down his erection, watching as it grew, grinning the entire time. He moaned loudly when she took him into her mouth, hands moving to her head, fingers running through the light red hair.

“Pepper...” he groaned. He pulled at her shoulders and she rose up, kissing him on the lips, letting him whirl her around and place her on the bed. “Ladies first,” he said, making her laugh.

She was beautiful, lying back on his bed, skin flushed red, freckles dotted all over her body and disappearing underneath the blue lingerie. He moved over her, laying his body flush next to hers, she was all warmth and the sweet scent he associated with her and her alone. She smiled at him, moaning softly as he ran his hand gently down her body. He wanted this to be perfect for her, to be perfect for her, and tried not to feel that insecurity as he opened the front clasp of her bra, pulling it away from her body. Every time he revealed another part of her he felt like he would die.
He smoother his hands over her breasts, palms over her nipples, watching her reactions carefully.

“What do you like Pepper?”

She blushed, her cheeks red and eyes away from his, and he wondered if he'd crossed a line, even as his fingers dipped beneath the waistband of her underwear.

“You Phil,” she whispered.

He smiled and shifted again, pulling down her panties and slipping them from her long legs. He ran his hands up again, her skin soft and warm, settling between them and kissing the dark patch of hair at her centre. She gasped his name and he looked up to see her staring down at him intensely.

He loved her, and almost told her, before licking a line over her folds and the growing wetness there. She was sweet, and strong, and he pressed his tongue to her clit experimentally, testing her reactions. She moaned his name, and he did it again, starting a rhythm of licking her folds and flicking the tip of his tongue over her clit, until she was starting to shift against him and he pressed his tongue inside her, feeling her tight around him and shuddering.

“Oh Phil,” she groaned, louder this time.

He smiled to himself, pushing his tongue in and out of her until she was writhing, running his fingers lightly up her inner thigh, moving back to run his index finger over her wet centre.

“In - inside,” Pepper moaned and he did as she requested, pushing one finger slowly into her tight body, bending down again to lick her at clit. She was breathing hard, trying to keep some composure but he wanted to see her uninhibited, completely open and happy. He pushed another finger into her body, slowly, letting her body get used to it before starting a slow rhythm. She started to move her hips in time with his fingers, her moans coming quicker and louder, skin flushed all over and he didn't think she could look any more stunning than she did on the edge of her orgasm. He sucked her clit hard, deep into his mouth, and she came with a small squeal, shaking, her thighs cradling his face a little too tightly. He kept lapping at her clit and folds though, softer each time until she was pushing him away whimpering, her legs relaxing around him.

He pressed kisses to her thighs, to her stomach, moving up to her breasts and licking around one nipple and making her gasp.

“You are ridiculously good at that,” she said, panting a little. He grinned at that, but it quickly turned into a slack mouthed groaned when she reached down to palm his erection.

“Pepper,” he moaned, “I never did get that massage.”

She laughed, wrapping her hand around him. He shuddered and kissed her, before pulling her hand away so he could settle between her legs, pressing against her entrance. He wanted to push in so badly, but held onto the edge like that, just pressing, just the tip at her wet folds until she tilted her hips, smiling at him.

“Come on Phil,” she said. “It's okay.”

“Are you sure?” he hissed, moving his hips again and running his length over her centre, making them both groan.

“I'm very sure,” she whispered, eyes fluttering closed as his movements sped up a little.

He nodded, kissing one more time, before reaching down and guiding himself into her body. They both moaned, Phil bracing himself against the intense pleasure as Pepper's hot body surrounded him for the very first time.

“Oh God,” Pepper whimpered, voice higher pitched than before, eyes screwed shut. She was stunning, and he could barely keep his own eyes open to watch her. She wrapped her legs around him, pulling him in deeper and he took the hint, starting to move against her, pulling out slowly and thrusting back in hard and making her gasp. She felt like heaven, and he knew he loved her. He had known from the moment he had met her, trying to be professional and keep his mind on the job and not her smile, or her smarts, or her stunning figure.

He wasn't perfect, but this was. Pepper was.

“M-ore,” she choked out and he moved harder, trying to keep a rhythm going but his entire body stuttering a little, the inconsistent thrusts making her cry out, louder and louder each time. “Oh Phil.”

He hadn't expected her to be so vocal, but she gasped and muttered and moaned, words and noises and variations on his name and God's. His name on her lips, strangled and strained as he moved a little hard, trying to keep it together enough to make her orgasm again if he could. He struggled through, getting lost in the sensation that was Pepper Potts. He kept his eyes on her face, watching every movement, her slack jaw and red cheeks. He could hold on, it would be worth it. He groaned as she moved beneath him, thrusting up to meet him, hips slamming together and he moved faster, pressing in as deep as possible, shifting her legs a little higher around his waist. She gave a high pitched wail and he figured he'd hit the right spot then, it certainly felt amazing on his end and he was losing whatever composure he had left in her body.

“Pepper,” he groaned, unable to hold it back any longer, and reaching between them, he searched out her clit with his fingers. He rubbed her, fingers clumsy and slipping through the wetness there until she was clawing at his back and choking his name. He watched as she threw her head back into his pillows as she came, crying out, face beautiful and he followed her into that bliss. He wanted to scream. Or swear. Or something, but he couldn't get his mouth to work. He could just hold on and shake as he came, everything turning white hot and the pleasure feeling just a little too much to take for a moment. Pepper held on to him tightly, moaning as his hips jerked a few last times.

He collapsed on top of her, Pepper's legs falling from around him, her body relaxed and warm beneath him. She was still panting a little, his own breathing ragged too, and he managed to move to the side, throwing an arm over her body and pulling her close to him. She turned onto her side, giving him a lazy smile. She was so beautiful.

He was so in love.

“You are amazing,” she whispered. “That was amazing.”

He didn't quite know what to say to her, he was pretty sure he shouldn't tell her how he felt. Not right after they'd had sex for the first time. Even after fantastic sex.

He kissed her instead, sweaty bodies pressed together and she moaned a little.

“I don't think, I don't think it's ever been that good,” he admitted. She blushed, burying her head in his chest for a moment.

“Really?” she asked, voice almost a whisper.

He nodded and hugged her close, pulling at the blankets they'd kicked aside, covering them both.

“Phil, I want to tell-” she yawned, eyes slipping closed.

“Get some sleep Pepper,” he said. “We can talk in the morning.”

She mumbled something against his chest, but he didn't ask her to repeat it, relaxing into his bed, relishing in the warmth of her around his heart.

Chapter Text

Pepper woke up wrapped around Phil Coulson.

He smelt of morning and sweat and something awfully masculine that made her bury herself further into him, eyes closed and nose pressed against the skin of her neck. She pressed her hand to the centre of his chest holding him, feeling his ribcage move up and down as he breathed slowly.

This was perfect.

It was pretty much all she ever wanted in a relationship. A man she could trust, who she had fun with, who could put up with Tony.

Who was good in bed.

She grinned to herself hand slipping down to his abdomen, stroking the hard muscles there. He was a surprise, under those suits he was fit and muscled and she wondered how much paper pushing he actually did for Shield.

She'd probably never find out.

It didn't matter

Not right now when she was so very happy and so utterly in love.

She really needed to tell him.

She felt his muscles tense under her hand and then he was turning over to face her, smiling, looking wide awake.

“You are beautiful,” he said softly.

Pepper doubted it. No make up and sleep in her eyes, morning breath and bed hair but she accepted the compliment with a light kiss and a smile.

“Good morning.”


For a brief second Pepper panicked feeling awkward despite her wonderful after glow or perhaps because of it. She didn't know what to say for a second, what to do, until Phil pulled her in for another kiss, pressing his entire body against hers.

“You're so hard,” she said in a breath and Phil cocked an eyebrow at her, grinning as he pressed his hips into hers. “Oh you are hard,” she said with a surprised gasp and he furrowed his brow at her. “I didn't mean – before – I mean – well, you're so fit and I hadn't expected it that's all and -”

He cut her off with a kiss, laughing a little into it and she shifted on top of him, straddling his hips.

“I got it,” he said, voice a little rough as she shifted against him, smiling at him.

“We can talk about it later.”


Later they made breakfast together in her kitchen, moving around each other easily enough – Pepper listening to Phil tell her about his time in the Army and the Shield training regimes explaining just how he'd gotten so fit. The entire time she was watching him move, gracefully, thinking about how much she loved him and still hasn't told him and then – as he's pouring himself another cup of coffee and offering her one she blurts it out.

Pepper's pretty sure she's more put together than this, but then, she's never been in love before.

So she's telling him she loves him. No preamble, no romance, no segue just -

“I love you.”

He barely reacted and she felt sick; holding onto her stomach and a hand clasped over her mouth as she watched him place the coffee pit back carefully and look up at her.


Pepper didn't move. She just waited, hands on her stomach and mouth until Phil walked over to her, and pried them away from her body.

“I love you too pepper,” he said, each word quiet but clear and then kissing her soundly on the lips still smiling. She kissed back opening up to him as easily as she had last night, wrapping her arms around him carefully still mindful of his bad shoulder. She held him close for a long moment until she felt tears coming warm and wet.


“I'm okay” she said smiling despite the few tears that fell. She felt okay, she felt wonderful.

“Didn't you think I'd feel the same,” he asked.

“No one loves me,” she said feeling the words instead of thinking them, letting them free with every worry she had about this. About them. “I mean Tony is dependent on me, Rhodey and Happy care about me but no one loves me. Really loves me.”

“Except me,” he said, voice stern even though his face wasn't.

“Except you.”

She smiled kissing him again just forgetting everything for a long moment and feeling instead. When they broke apart he cupped her cheek, wiping the tears away.

“I love you Pepper, have done for a while now. Whatever else, whoever else, is in your life, it doesn't matter because you have me now okay?”

He was so passionate about it and Pepper wanted to cry in his arms and kiss him senseless. She managed to nod in reply to his question.

“I love you.”

He beamed at her, like it was everything he'd ever wanted to hear from her and she held him close, feeling all the better for having him, holding him.

“Do you have to go to work?” she asked, tugging on his tie with a grin.

“I might be able to swing a day off. I do have a bad arm.” She kissed him quickly and grabbed her phone from the counter. “Question is,” he continued, watching her dial Tony's number, “will Stark let you have a day off?”

Pepper smiled.

“He's not getting a choice Phil.”


They spent the day in Pepper's apartment, wrapped up together watching movies or making love. Phil was exhausted by time the afternoon rolled around, between the mission a couple of days before and Pepper's enthusiasm, he needed to nap but couldn't bear to be apart from her, even if he was asleep next to her.

She was smiling at him and curled up next to him, ignoring the film that was playing on the laptop in front of them.

He was happy.

He hadn't expected to ever really be happy, even when he was falling in love with Pepper – it had been a long time since he could even remember being content but right now, he was happy. Pepper loved him, kept telling him from time to time during the day and he realised he would do anything for this woman. He hadn't expected to feel like that either.

He hadn't expected to hear her tell him how she felt so soon, or first. Even with himself she had been holding herself back a little until today. Now she was the warm and wonderful Pepper Potts he'd fallen in love but multiplied. Open and honest and loving and he would put up with anything for this woman.

Even several calls from Stark Industries, a few emails and a couple of texts.

Even three calls from Tony and seven texts.

She hadn't responded to the texts from Tony, had only answered one of the calls. He found he didn't mind much, especially considering she'd stepped out of the room when he'd been on the phone to Shield to give a quick briefing on an old mission to Agent Romanoff. They were starting to understand each other's work, understand each other's world. He had agents, she had Tony.

“What are you thinking about?” she asked, “you look so lost somewhere.”

He turned to her, kissing her on the cheek gently.

“I was just thinking about you. About us.”


He smiled relaxing into the bed.

“This is going to work,” he told her.

“You weren't sure if would?”

A flash of hurt passed over her pretty face and he kissed it away, chasing it away. She relaxed again, but didn't smile, just waited until he answered her.

“I wasn't sure, my work isn't always conducive to relationships.”

“Mine either.”

“Exactly,” he said yawning.

She nodded, smiling briefly before stretching out and resting her head on his shoulder. She closed her eyes.

“Go to sleep for a little while,” she told him. “You'll need your energy later.”

“Oh really?” he said, cocking his eyebrow.

She chuckled against him.

“Oh yeah,” she muttered, already half asleep.

He laughed and reached over to close her laptop before snuggling down into the bed with her. They'd wake up later and eat dinner and go back to bed. They wouldn't get to spend another day like this for a while, he was pretty sure of that and he wanted to enjoy as much of it as possible.

As much of Pepper as possible.

But then, he was never going to leave her, so he supposed he would have his entire life to enjoy time with Pepper if she would have him.

He was pretty sure she would.