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James Rhodes is Tony's oldest friend. Before Pepper, before Happy, when she was just a kid at MIT, Rhodey took her under his wing and made sure she knew the ropes. When she was tasting real freedom for the first time, he steered her away from gold-diggers and would-be groupies, at least as much as he could, as much as she'd let him. He charmed her mother, this young upright ROTC man, and he was brainy enough that her dad grudgingly accepted his presence.

Rhodey was so ineffably good, even when he went along with her parties and schemes, that she has no idea to this day why he decided to be her friend. Or why he stayed.


When Tony thought about having a child, she never actually thought about babies. She thought about a little kid, already walking, gender indeterminate but unimportant; a kid who could talk and learn and who would, naturally, be brilliant and strong. She thought about Steve's blue eyes in her child's face.

But there's so much to consider, now that they've decided it's time. They have to find an appropriate surrogate, for a start, which is immensely difficult and promises more difficulties down the line. They need someone who is unlikely to be endangered -- someone who isn't an Avenger or a SHIELD agent -- and absolutely discreet, because if word got out that the child of Tony Stark and Steve Rogers was gestating, every two-bit bad guy in the world would take notice.

And that raises the question of what they do when the kid arrives. It'll be a target from the moment it's born.

Steve starts working up security plans before they've even found a surrogate.

Tony thinks it's very good of her not to reiterate her suggestion of using an artificial womb monitored by JARVIS. She's quite sure she could build one.


When Tony slept with Obadiah she was sixteen, on Christmas break from MIT. She did it for political reasons and she has never been sorry but she hated herself afterward. She called Rhodey, crying, and he didn't even ask her why. He just came down to New York on New Year's Eve and sat with her for hours.

When her parents died shortly after her graduation from MIT, Rhodey got leave from the Air Force Academy (no mean feat) and came to New York. He stood by her while she endured the horrific public funeral and the condolences of a steady stream of creepy politicians, and when it was over they got very drunk together.


Steve, for all he's adapted well to the new century, is still very much a product of his upbringing. He has all these questions about the baby, like whether it should have her name or his or hyphenate (thank Christ they dodged the bullet about whether Tony should take his name; even Steve thinks dropping Stark would be stupid). Tony is dead serious about it being Baby Stark-America, but Steve just looks mildly annoyed and brushes it off like she's joking. He'll learn.

He wants to know if she thinks they should raise it in a faith, and if it should be hers or his; when Tony points out that she's an atheist, Steve reminds her that her parents were Protestant and Steve was raised Catholic. Then they have to have an argument about whether he still is Catholic given his shoddy church-attendance record and deep dislike of some of the Mother Church's current policies, and it's very unpleasant for three or four days.

"Raise it Germanic Pagan," Clint suggests, having been witness to the third or fourth iteration of the argument. "Then, instead of praying, it could just go have a nice talk with Thor."

"We're getting child-rearing advice from someone who grew up in a circus," Tony says to Steve. "This is a new low."

Steve sighs. "I'm trying to have a serious discussion about this with you -- "

"Do you think your child is going to hell if it's not baptized?" Natasha asks.

Steve looks at her, startled. "What? No, of course not."

"Then you might as well wait and let it make up its own mind," she replies airily.

"Fine," Steve growls, looking determined. "But it will have godparents."

"OH! Pick me!" Clint raises a hand.

"Not in a trillion years," Tony tells him.


Tony and Rhodey never dated, both of them well aware that it was a disaster waiting to happen, but they did sleep together a few times. Her graduation from MIT; his graduation from the Air Force Academy. He was always respectful, to the point of being annoying sometimes, but they had fun together.

One time this girl Tony slept with sold the story to a trashy magazine -- My Gay Night With Tony Stark -- and Tony asked Rhodey, "How come you never did that?"

"It never occurred to me I could get money for it," Rhodey replied, grinning.


Pepper is the obvious default choice for a godmother, they both agree. She has a stable job that rarely if ever involves threats to her life. She has plenty of wealth, and Tony trusts her implicitly. Pepper is one of the few people to endure a campaign of seduction by Tony Stark and say "No."

When Tony asks her, Pepper looks pleased and worried at the same time. Which is the problem; she'll be an excellent guardian, should the worst happen, but neither she nor Tony are confident she'd be a good parent.

"Do you have someone you want to ask to be godparent?" Tony says to Steve, once they've established Pepper. She's hoping Steve has thought of someone she hasn't, someone who is both safe and likely to be more parental than Pepper.

"I...don't really know anyone who'd be...appropriate," he says vaguely. "Everyone I know is in a pretty high-risk job."

"What do you think about Rhodey?"

"Colonel Rhodes?"

"Well, yeah. He's not active combat military, and he's a decent guy."

"He's still military, though," Steve says.

"He's trustworthy," Tony replies. Steve looks at her oddly.

"Trust is important to you with this," he says.

"Well, yeah."

"Most people would say 'reliable', rather than 'trustworthy'."

Tony looks at him evenly. "Obadiah Stane was my godfather."

"The man who..."

Tony hasn't told Steve all about Obadiah; there's no reason for him to know everything. But he knows how Obie betrayed Howard's ethos and sold guns to the bad guys. He knows about the time Obie ripped her reactor out of her chest.

"Rhodey is trustworthy," she repeats.

Steve nods. "Rhodey it is, then."


They've had fights, horrible fights, her and Rhodey. When she shut down the armaments end of Stark Industries he was livid. Once they patched that up she'd almost immediately started dying of Palladium poisoning. She'd wanted to just give him the Ironsides suit, let him be her successor, that would have made him suspicious. Hence, the blowout at her birthday party. If he stole a suit because she was no longer worthy, well, at least he had the suit and he didn't know she was dying.

Which was a fun conversation.

"You were dying?" Rhodey yelled, standing on the rooftop, his suit still pinging gently as it cooled. They'd just blown Ivan Vanko to hell, and Pepper was nearby, quietly freaking out at being rescued from like a zillion bombs.

"Well, I'm not now!" Tony retorted.

"I swear to God, Tony, sometimes..." he shook his head. "We're not done here," he added, "but you need to get Pepper back and I have to talk to emergency services."

"Rhodey -- "

"Go. Look after Pepper. We'll talk later."

Once she'd gotten Pepper to safety, Tony went looking; she found Rhodey in an abandoned belgian waffle hut on the Stark Expo grounds, trying to get out of the suit without any of the necessary tools. They shouted at each other while she helped him get the suit off, and then shouted some more, and then had "I can't believe you were dying" sex (Rhodey) and "triumphant victory!" sex (Tony) and afterward agreed they should never, ever have sex again.

As last times went, though. Hoo boy. She was going to have very fond memories every time she smelled waffles.


Rhodey is in Japan at the moment, doing an intensive study of some innovative new tracking technology, and this isn't a conversation Tony wants to have over the phone. She takes the jet, because Ironsides might be faster but she needs the time to prepare.

She sits at the little desk, looking out at the clouds, and tries to figure out how to ask him. For some reason it's much harder than asking Pepper.

The baby is at fifteen weeks. Their surrogate, Joan, is doing fine; she's Coulson's sister, as unflappable as her brother, completely discreet, and very tolerant. She'd have to be. Steve is fretting constantly that the baby will get his less-than-stellar pre-Serum constitution, or that the Serum will mess things up somehow, and he's only going to be crazier now, Tony can tell.

She looks down at the white envelope on the table. It's a printout of the sonogram. It's going to be a boy.

The minute the doctor said "And there's the penis -- congratulations, it's a boy," Tony just cracked up laughing (seriously, there's the penis, that's comedy gold) but Steve might have had some kind of seizure. She'd like to think he cares as little about boy-or-girl as she does but there's something about guys, even really good ones like Steve. She could see it in his face. A son.

Rhodey is her oldest friend. The one time he cut her off, it hurt about a thousand times worse than she thought it even could.

What if he says no? What if he doesn't actually love her enough to want to look after her child, should she and Steve die? What if he thinks any kid she has will be just as crazy as she is, and doesn't want to go through that again?


Tony was three months in a terrorist camp before she got out. She was confident the explosions would draw attention, but she didn't know how long it would take the Army to scramble, or if they would even think to look for her. She was bruised and desolate when she climbed out of the prototype Ironsides suit. Yinsen was dead. The heat was merciless. And the night was very cold.

She survived that night by keeping moving, keeping awake, and it was noon the next day when she finally started to consider that she really might die in the desert. First she thought of her mom, and how if Peggy could survive an entire world war surely her daughter could get herself out of a desert where nobody was shooting at her. Then she started to think about how horrible it would be to die in the desert, and that at least kept her on her feet.

When the helicopters roared over her head, she screamed as loud as she could and waved and hoped, hoped like hell they would see her. She didn't even hope for Rhodey as she dropped to her knees in the sand, but then suddenly he was there, crouching next to her.

"Rhodey," she murmured, leaning into his shoulder.

"Hey, I gotcha," he answered. "Can you stand up?"

"Rhodey, Rhodey -- "

"Antonia, it's me. Come on, Tony, can you stand? 'Cause if not I'm gonna have to carry you and you'll be embarrassed later."

"You pick me up in a bridal carry and it'll be the last thing you do," she said, and he laughed and helped her up. "I'll fight you, asshole."

"Sure you will. Come on," he said, and his hands were so gentle as they helped her into the helicopter, and his voice was sure and calm.

He stayed with her the whole flight back to base. He stuck by her side while medics checked her over and splinted her broken arm, gave her a sedative and left her to change into some scrubs to sleep in. He was the only one there when she took off her shirt, and he stared at the light between her breasts, horrified and fascinated, until he looked up at her face.

"It's keeping me alive," she said quietly. "I'll explain later, I promise."

"I'm looking forward to that," he replied. "For now, get some rest. I have to go make my report."

"Can't you stay?"

"It's fine, you'll be asleep. There are guards outside your room."

"Please don't leave," she begged, the only time Antonia Stark had ever begged for anything. "Rhodey, please."

"There are about a million people up my ass to confirm that you're alive," he said. "I gotta call Pepper, too."

"Call her from here," she said. Humiliation burned through her, but if she was alone in this room right now she'd go insane, she'd lose it. She needed an anchor and Rhodey was the best anchor she could ask for. "Rhodey, please. Don't leave."

He looked at her, then picked up her shirt and helped her into it.

"Sleep. I got a chair and a magazine, I'm good," he told her.

He was still there when she woke up. He didn't leave her side until he delivered her safe into Pepper's hands.


Tony had multiple plans for how this conversation might go, but when Rhodey meets her in a quiet booth in the hotel bar in Tokyo, everything flies out the window.

"Steve and I are having a baby," she blurts, and Rhodey looks at her, and looks at the half-drunk scotch at her elbow, and rubs his eyes. "No, it's not like that. We have a surrogate, I'm good."

"You what?" Rhodey asks, hand still over his eyes.

"We're having a baby via surrogate. Fifteen weeks. It's a boy, here," she says, and thrusts the white envelope at him, and then commands, "Be his godfather."

Rhodey lets his hand fall. He looks at the envelope, and then back at her.

"What?" he asks.

"It's a boy, be his godfather, don't freak out," Tony repeats.

Rhodey accepts the envelope and opens it slowly. Tony holds her breath.

"Wow," he says, looking at the sonogram. "That is one hideous baby."

"Rhodey, don't -- "

"I mean, you are having a sincerely ugly child. He's all grainy and low-resolution. I expected better from you, Tony," he says. "Christ, I'm going to be godfather to a VHS videotape."

He looks up at Tony, beaming. Tony narrows her eyes.

"My son is high-definition and high-resolution, it's not my fault you have no taste," she says.

"What is that, 72 DPI?" Rhodey asks, turning the image, tilting his head at it. "This should be in sepia or something."

"He's only fifteen weeks old, there's some compression glitches we're still working out."

"Frankly, I think you half-assed this kid. I mean, most of these things take nine full months of R&D, and you're telling me you've got something worth looking at after only fifteen weeks?"

"I'm sorry, since when has Stark Industries ever been after-deadline on a contract? This is a top-of-the-line model you're looking at, and if you pass on him, believe me, I have reps lining up three-deep to be godfather. You are not the only game in town, sugar lump."

Rhodey cracks first; he starts to laugh, shaking his head, and Tony slouches a little with relief, smiling at him.

"Tony," he says, warm and affectionate. "You were nervous I wouldn't say yes?"

"Bullshit, I knew you couldn't resist that face," Tony points to the sonogram. She may be pointing at the kid's ass, it's hard to tell.

"You were totally scared. Hey, seriously," Rhodey says, catching her eye. "I'm honored, Tony. And I'm thrilled for you guys." He grins, sly and toothy. "You know, James is an awesome name."

"We're naming him Justice Patriot Billionaire Stark-America."

"Yeah, but just think: James Justice Patriot Billionaire Stark-America."

"Funny, asshole."


So they end up naming him James. Well, apparently the infamous Bucky was actually a James, too.

James Edward, for Tony's grandfather, and James Edward Stark-Rogers because Steve warned the nurses that under no circumstances were they to listen if Tony told them to list Stark-America on the birth certificate (she tried). Tony has to admit that James Edward is a pretty good name. It beats Pilot Inspektor, anyway, and Steve said absolutely-not when Tony suggested Axl Rose.

It's an awfully big name for such a tiny thing, she thinks, when a nurse puts the baby in her arms for the first time. Steve has already done a spot-check: ten fingers, ten toes, a high birth-weight and a healthy set of lungs are assuaging an awful lot of his fears. Now he's speaking quietly with Joan, making sure she's feeling all right after the birth. Tony is just trying to figure out if what she's feeling is maternal love or deep, all-consuming terror. The baby totally has her nose.

She can hear her mother's voice: Tony, what the bloody hell have you got yourself into this time?

"Hey," she says, as Rhodey slips into the room, Pepper behind him. "For your consideration. Cadet candidate James Stark-Rogers."

Rhodey looks down at the infant.

"Too small," he says. "Throw him back."

"You're all heart, papa bear." Tony grins at Pepper. "Think you can make a CEO out of him, Pep?"

"He's going to have to dress a lot better than that."

"You hear that? Clearly you're useless," Tony says to the little guy.

She can hear the rest of the Avengers making a racket in the hallway, and the three people she trusts the most in the world are in this room. Ah, yep, there it is, right on schedule: the terror is receding, leaving homicidally protective love in its place.

Pepper kisses her cheek; Rhodey pokes her gently in the arm as Steve comes to lean over her shoulder, one hand on her waist.

"It's cool," she tells James. "Your godparents are losers anyway. You can hang out with me and your dad for the next few years."