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“Tell me you knew about this,” Coulson says, the minute Tony and Bucky saunter away from the landing pad, their steps strangely out of sync despite their overall movement remaining in total harmony, shoulders tucked in against each other, Bucky’s hand stuck in Tony’s back pocket.

“I knew Tony had a new project,” Pepper replies, eyebrows only slightly raised, because again, this is not the worst thing she’s caught Tony doing. Not by a long, long margin, in fact. And well, all of her reactions are momentarily tempered by the relief of having him safely back from Zemo’s clutches anyway. “I just hadn’t realised that the project came with a person.”

“Ah,” Coulson says in his habitual tone, which simultaneously indicated complete neutrality and complete understanding. “I should give you the file on Barnes.”

“There’s no rush,” Pepper finds herself saying. “I don’t think he’ll leave much of a mess. At least, not for a long while yet.”

“You think so?”

Pepper tilts her head slightly to one side, watching James Barnes lean into Tony and say something close to his ear, and then Tony throwing back his head in laughter. “Yes,” she says eventually, allowing herself a small smile. “I do.”


Let it never be said that Pepper Potts has not always been sure of what she wants.

Those five months with Tony had been fantastic. Better even than she’d predicted, and she is very, very good at making predictions.

Tony had loved her for their shared futurist sensibility.

“You see what I mean?” he’d said at one point, gesturing to the holographic blueprints. They’d been down in the workshop for hours, Tony working, and Pepper keeping tabs on the office from her seat on his desk, because she’d stayed the night and Tony had actually made the effort to both sleep on a reasonable schedule and attempt to make eggs in the morning. “Here, and here. We’ll revolutionise what people expect of their phones, especially when they start looking at their phone bills and start seeing that none of that, fucking nothing of that, will be necessary.”

And Pepper said, “I see it. And if the board doesn’t, I’ll make them see it.”

And Tony had kissed her on the cheek, and then on her neck, and they’d fucked on the workshop floor like she’d just bought new lingerie for Tony to peel off of her.

It had all just meant that the moment she couldn’t want him that way any more—or rather, couldn’t want Iron Man that way anymore, because there was loving and being loved by a genius and a troublemaker, and then there was loving and being loved by a man with a mission—she’d had no qualms about telling him. And to be fair, he’d taken it better than she’d forecast.

“This isn’t—,” she started.

“No,” he agreed.

“But are you—?”

“It’s okay, Ms. Potts. I’m pretty sure you’re better than I deserve.”

And that had hit hard, but it wasn’t as if Pepper could have proven him wrong without also volunteering herself as proof. And that wasn’t going to happen. There were such things as compromises, and then there were others called sacrifices, and the latter were just a step too far in this context. The two of them did work best as friends, but those past months had been worth it, and she’d rather hoped that Tony knew it as well as she did.

So she just said, “Oh, Tony, don’t be stupid,” and put her hands on his shoulders when he turned away from her, leaned into him just as he leaned back into her, and then they stayed like that for a long moment, and she kissed the side of his neck when he covered one of her hands with his.

Then she left to go back to the office.

If she stole an extra box of tissues from the executive break room, no one called her on it.

She sometimes wonders, and worries still; but she knows that there is a limit to how much she can do about it at this stage. They’ve taken the appropriate number of steps back, and now Tony can continue to demand the impossible from her, and she can continue, as CEO of her company, to indulge him.

And then they can both be safe.

So yes, she likes James Barnes when he comes around, the little that she sees of him. She likes his easy smile, and his dark gaze, and the way he looks at Tony like he sees him to be exactly as incredible as he actually is, like Tony is the answer to a thousand questions Barnes would never dare to ask.

She likes that a great deal. So she tells Coulson that there’s no rush on his paperwork. None at all.


Coulson is very good at keeping in touch, which is sort of amazing considering how busy she knows he is.

“Half of it is Darcy,” Natasha says, “She sorts all of the stupid shit into a pile and sets it on fire.”

“Metaphorically, I hope.”

“I don’t know, her wastepaper basket looks awfully scorched sometimes.”

Pepper gives her a look and Natasha twitches a smile at her. It’s been odd working with her, post-Natalie, but Pepper is quite certain that they can both make it work—Pepper is accustomed to frequent changes in staff, due to a combination of her good judgment and Tony’s sometimes-justified, sometimes-not whims. And Natasha is a distinctly different person from Natalie, which makes it easier.

It is slightly odd, though, how Natasha continues to occasionally appear in Pepper’s office with files neatly organised and signatures in their proper places.

“I’ve been trying to get Walter to sign that for ages,” Pepper says this time, looking askance at the top form. “How did you—?”

“Best not to ask,” Natasha replies.

“Am I going to have to avoid him for a while now?”

“Only for a week or so, I should think.”

Pepper rolls her eyes. “You don’t have to help me, you know. I have Ian for that.”

Ian is her new PA, a rather delightful slip of a man with a Master’s degree in art restoration, who had decided suddenly upon a career change based upon a lack of demand in his field and a lust for colour-coding. Pepper had called him in for an interview with no expectation of hiring him, intending to covertly question him on the cost of restoring a small Modigliani she’d acquired instead; but then they had ended up chatting for an hour about Tony-wrangling and the delicacies of PR in the field of design and technology, and about forty-five minutes in she had stopped him, cleared the rest of her afternoon, hired him, and taken him out for martinis before finally getting around to restoration talk.

“Ian asked me to do him a favour this time,” Natasha says. “Walter was ignoring him.”

Pepper raises an eyebrow. “And you did him the favour?”

Natasha shrugs. “He’ll owe me.”

“Does he know who you are?”


Pepper straightens slightly in her chair, surprised and maybe a little smug. “I made a good choice, hiring him.”

Natasha smiles. “Yes, you did. He’s a good kid.”

Said good kid appears at the door with a diffident knock. “Ms. Potts? Agent Coulson is on the line, something about Mr. Stark and property damage.”

Pepper sighs and looks at Natasha. “Do you know anything about this?”

“Afraid not,” Natasha says, rising from where she’d been perched on the side of Pepper’s desk. It was one of the many liberties she allowed herself now that she was no longer an SI employee, at least officially. “This one’s all on Stark. Want me to sick Barnes on him?”

“I’m sure James won’t need prompting,” Pepper says doubtfully.

Natasha snorts. “James enjoys wanton destruction as much as Tony does. I’ll poke them both with sticks for you.”

“See that you do. If you’ll excuse me?”

Natasha smirks and saunters out, and—good gracious, ruffles Ian’s hair as she passes him on her way out the door.

Ian turns bright red beneath his fashionable, angular glasses, and promptly disappears back to his desk outside.

Pepper raises her eyebrows and picks up the phone. “Hello, Phil, how are you?”

“I’ve been worse,” Phil reports, but his tone is warm down the line. “How are you, Ms. Potts?”

“Just fine, thank you. Natasha’s on her way to you, I believe.”

“Good to know. I’m afraid your company has just been pledged to another reconstruction project.”

She sighs. “Of course it has. Tell me about it, and don’t spare me the details.”

“I would never.” She can hear his smile.

He breaks it down with his usual efficiency and meticulousness, and Pepper opens a new file in her ‘Tony Has Broken Something Again’ folder, which is going to need to undergo some reorganisation sometime soon, at the rate that Tony is, in fact, breaking things. In between note-taking, she directs an email to Ian asking him to sort it.

“I’m sorry SHIELD can’t cover all of these, but the damage is specifically Iron Man-shaped this time,” Coulson finishes.

“Of course, I understand completely. We’ll have it covered by next quarter, provided I can make Tony sign off on paying for most of it out of his own pocket. Was there anything else, Agent?”

“Nothing pressing, no,” he says, but then stops in a way that suggests a pause rather than an ending. Then, “Although…what are your feelings on Beethoven string quartets?”

“Early or late?” Pepper says promptly, and finds herself rather hoping for a specific answer from him.

“Late,” he answers, just as promptly.

She exhales. “My feelings are very positive indeed, then.”

“There’s a somewhat informal concert. The Alban Berg Quartet?”

“Oh my goodness. They’re very good.”

“They are. And they’re playing Opus 130. With the Große Fugue as finale.”

“You can get tickets?”

“I have tickets.” And he’s smiling again—it’s strange how clearly she can tell with him nowadays.

“Then count me in.”

“You don’t need to consult your schedule?”

“My schedule can be accommodating for Beethoven.”

“Excellent. That’s great. I’ll, uh, send you the details.”

“Please do. I’m looking forward to it.”

She hangs up, and then looks at the phone for a moment. “Huh,” she says to her empty office.

She’s pretty sure that was the first time she’d ever heard Phil Coulson hesitate.

But more importantly, late Beethoven. She pens in a note to herself to look for an appropriate dress for the occasion. Also, a new pair of Lanvins. Tony owes her anyway.


The Tony-shaped mess takes priority, as usual, over most of Pepper’s other duties as CEO, not because it’s necessarily more important than SI’s R&D or anything else, but simply because no one else really knows how to properly go about cleaning up Tony-shaped messes.

Pepper doesn’t really mind, because it often means that she can stop by the mansion and get the latest gossip among the Avengers. While her interest in hero-ing has mostly been placed upon her by circumstance, her interest in what has increasingly become Tony’s crazy extended family is a personal choice. Because only a few years ago, she and Rhodey had been the only two to stick around, and now suddenly there are a whole bunch of dysfunctional, spectacular people running around underfoot who strangely, amazingly, believe in Iron Man’s importance and want Tony around. And what’s more, she likes them.

Her mother always said that she had a baffling taste for chaos, and Pepper finds herself unwilling to deny it. Chaos just looks to her like things that have yet to take shape—better yet, something that she can help shape.

(Her therapist had diagnosed that as a control issue. Her therapist had been summarily fired.)

So yes, she enjoys visiting the mansion a great deal.

Today, she is armed with a folder full of forms that Tony needs to sign off on in order to get the reconstruction ball rolling, and a double espresso to bribe him with. When she swipes in and enters the foyer, it’s to find a huddle of tiny robots chittering in the corner, and Clint Barton perched on top of the sideboard, watching them.

Ah. Tony’s been worried about something.

“Agent Barton,” she acknowledges, “How are you this morning?”

“Peachy, Ms. Potts,” Clint says, but he doesn’t take his eyes off the small mob of robots.

“Are you waiting for them to do something in particular?”

“Skynet, mostly.”

“Ah. Not Tony’s style, you don’t have to worry. They’ll remain friendly for as long as JARVIS is amenable to it. Isn’t that right, JARVIS?”

“Indeed, Ms. Potts. As I have assured you before, you have nothing to fear, Agent Barton.”

“You say that now,” Clint points accusingly at the ceiling. “But I’ll be ready when you, or they, change their minds.”

“They’re far too cute for that,” Pepper says, and as demonstration, scuffs a bit of stray mud from her shoe onto the carpet.

Immediately, one of the robots breaks away from the group and scrubs it up. Pepper crouches down to pat it, and it makes a chirping noise in answer, bumping into her fingers to make her continue.

“Just think,” she says, not looking up, “If you befriend a few, maybe they’ll spare you when the revolution comes.”

“…I hadn’t thought of that.”

“Hm.” She looks up and smiles at him. “Food for thought. Is Tony in the workshop?”

“As always,” Clint shrugs. “He hasn’t been out for a few days.”

“I see. Wish me luck, then.”

“I wouldn’t think you needed luck by this point.”

“One always needs luck when dealing with Tony. Incidentally, when did the robots start appearing?”

“Two days ago, maybe?”

“All right. Thank you, Agent.”

Clint gives her a lazy salute as she heads towards the elevator, where the doors slide open before she gets a chance to press the button.

“Oh! Captain Rogers, nice to see you. You’re looking far better than when I saw you last.”

Steve Rogers looks flushed for some reason or another, but then Pepper recalls Tony scoffing at some point that Rogers doesn’t know how to deal with women, Pepper, it’s kind of hilarious and kind of sad, he’s like a lost puppy or something, I just want to pat him on the head and give him biscuits, so she dismisses it.

“Thanks, Miss Potts, I uh, heal fast and all. Serum. Um. You look lovely, as usual.”

Being told something like that, by someone who looks like Steve? will never get old, Pepper decides.

She’ll even disregard the ‘Miss’.

“Thank you, Captain. Have you seen Tony?”

“Just now, ma’am. He’s, uh, in a bit of a state.”

“What sort of state, alcoholic stupor state, or engineering blackout state?”

“Oh. Uh. The latter? Though I think he’s coming out of it now.”

“Oh good. That I’m prepared for. Have a good day, Captain.”

“Call me Steve.”

“Steve, then.”

He waves awkwardly at her as the elevator doors shut, which she allows herself to laugh quietly at. JARVIS hums amusement along with her on the ride down.

“How is he really, JARVIS?” she asks.

“Exhausted but functioning, Ms. Potts. I think you’ll find him amenable to paperwork.”

“Excellent. Thank you.”

“Ms. Potts…”

“Yes, JARVIS?”

“Sir’s productivity began at the same time Sergeant Barnes was called off to an operation in Afghanistan.”

A lot of pieces fall into place all at once. “Oh. Understood, thank you, JARVIS.”

“My pleasure, Ms. Potts.”

She looks at the espresso in her hand, and downs the lot of it. Tony will be veritable distillation of caffeine by this point, and she’ll no doubt need this serving far more than he in order to deal with him.

At least, she thinks, a little uncharitably before putting it aside, Now he knows what it feels like to be the one left waiting.


She gets the forms signed. The corner of 78th and Riverside rejoices.


The Beethoven is on a Thursday evening, and Pepper picks out a marine blue boat-necked cashmere sweater and a grey architectural pencil skirt to go with her new Lanvins and favourite string of freshwater pearls, because she firmly believes in mixing her new purchases in with her most comfortably broken-in pieces. The address Coulson had emailed her turns out to be a small performance hall rented out mostly for its fine acoustics, which the quartet are now using to do a few open dress rehearsals before going on tour.

Phil meets her just outside the building in dark tailored slacks and a purposefully unremarkable shirt and tie, his jacket thrown over one shoulder, the sleeves of the shirt rolled up. The only glaring indicator that he knows what he’s doing is the large, though demure TAG Heuer watch on his left wrist.

Pepper wonders absently if it has gadgets inside it, like in Bond movies.

“No shoulder holster?” she asks upon approach, shifting her clutch to her opposite hand so that she can shake his and press a kiss to his cheek.

“Just my spare tonight,” Phil says, smiling at her, his gaze warm. “Let’s hope it’s not needed.”

And it isn’t. The Beethoven is a soaring, troubled thing full of fire and air and frenetic desperation, and Pepper keeps her hands clasped in her lap while she breathes it in. She’s fairly certain she can sense Phil looking at her every once in a while, but she doesn’t give it much thought because seriously, Beethoven.

When it’s over and her hands are sore from applauding, they make their way out onto the street again, and Phil stops in the middle of his own comment on Beethoven’s coffee habits (sixty beans per pot exactly, god, that was worse than Tony) and offers her his arm. “Can I interest you in a drink?” he says.

She hesitates but doesn’t actually think about it too deeply before agreeing and slipping her hand into the crook of his elbow. She had intended for Happy to pick her up, but she can always get a cab back if they end up staying out late.


“I mean, what can I say? Visibility is one of the most important things in combat, though only if you’re not dealing with professionals. Flour is a great way of lowering visibility and buying a few seconds to make a move. It was expedient.”

“So, if should I ever find myself in a fight, a grain silo would be a great place to be?”

“Pretty much. Although again, not if you’re up against professionals. Enough training in black ops or any other equivalent program, and you can fight almost as well in pitch black as anywhere else.”

“Good to know.” Pepper takes a sip of her Manhattan. She squints at Phil. “So tell me this, then—is there, or is there not such a thing as a Chinese fighting muffin?”

Phil stares at her for a second, and then bursts out laughing. It’s a good look on him, the laugh lines around his eyes standing out and making him look accessible as well as handsome. “Charlie’s Angels?” he says, when he catches his breath. “Really?”

“If knowing Natasha has taught me anything, it’s that a) things in the movies aren’t always made up, and b) anything is possible with baked goods,” Pepper says, grinning.

“While I would normally never discount the sage wisdom of Bill Murray, muffins are not the most the most effective assault weapons out there. I would recommend bagels. Even better if they’re a day old. Also, stale baguettes.”

“Well,” Pepper scoffs, “I could have told you that.”

“Not that you’ll need it,” Phil says, waving a hand, “I’m sure you could just litigate them into submission.”

“I’ve been known to,” she agrees, “Although I’ve been considering asking Natasha to teach me some judo or something. You know, just in case.”

Phil nods, sobering slightly. “It’s not a bad idea. Maria’s a good bet for it too, and maybe slightly more accessible, since she didn’t get her training until later in life.”

“Not Agent Barton?” Pepper cocks an eyebrow.

“Not on account of gender, if that’s what you’re wondering,” Phil says easily. “But Barton is a terrible instructor. You’d have better luck with Reynolds.”

“Wait…Reynolds. Galaga Guy?”

He chuckles. “My point exactly. Also, he’s never going to live that down.”

“Don’t play arcade games in Tony’s presence unless you want to be immortalised for slacking off.”

“I’ll make sure that shows up in the next version of the SHIELD staff manual.”


Pepper doesn’t get back to her apartment until quite late.

Phil drops her off and kisses her cheek with one warm, dry hand pressed over hers on the leather cab seat, and she gets a frission of heat somewhere near her diaphragm from that firm contact. “Thanks for thinking of me when you got those tickets,” she says when they both pull slightly away. “This was really lovely.”

“Any time, Ms. Potts.”

“Pepper, please. Have a good night, Phil.”

“Good night, Pepper.”

It isn’t until she’s in the elevator, on her way up to her apartment, that she realises that she has definitely, definitely just been on a date.

She blinks, and then steps out of the elevator and lets herself into her apartment, kicking off her shoes in the foyer and then going straight to the bathroom, where she stands in front of the mirror.

Her lipstick is slightly smudged from the cocktails, but her hair still perfectly in place. There’s a high, discreet flush on her cheeks. She looks like herself. She also looks…rather pleased.

“Oh,” she says quietly, still studying her reflection. “Okay.”


Of course, that’s about when the Avengers go on a mission to take down some sort of black market magic suppliers, and then Tony’s dying, again. Pepper really didn’t sign up for this when she decided to stick with Tony, but it does, unfortunately, fall under the category of compromise for her, rather than sacrifice.

The new arc reactor slots into place, and then Tony is coughing and breathing again, and Steve is storming off the helicopter, his face a portrait of anguish. Barnes just exhales and says from his place on the floor, “You’re gonna be the death of me, Stark.”

And Tony smiles weakly at him and then back up at Pepper. “Sorry, Ms. Potts,” he says.

Pepper exhales too, and shares an exasperated look with Barnes. “Of course you are, Mr. Stark,” she snaps. “Could you please try and be more careful, and less sorry next time?”

“No promises.”

“Tony,” Barnes says warningly.

Tony shuts up. Pepper puts another approving tick in the ‘good’ column for James Barnes. After a moment, she says, “Should I fetch the Captain?”

Barnes purses his lips. “Don’t expect him to come immediately,” he says. “He might need a minute more.”

Pepper watches him carefully. Barnes is gripping Tony’s shoulders a little too tightly, and Tony is giving her an apologetic look. “I’ll just check on him, then,” she says.

They all probably need a minute more.

She doesn’t realise her hands are shaking until she’s stepped down from the helicopter, but then she does and so she stops on the tarmac and takes several deep breaths, locking her knees and shutting her eyes until the buzz of adrenaline abates and she can think clearly again.

When she opens her eyes, it’s to Steve Rogers looking at her with concern. “Are you all right, ma’am?” he asks.

She snorts. “I came out here to ask you that, actually.”

Steve flinches, and looks away. Eventually he says, “He keeps doing this.”

Pepper sighs. “Yes, he does.”


Oh dear. She recognises this, the way Steve is looking right now. She knows it far too well.

At least she’s already figured all this stuff out.

“I know you’ve read his file,” she says, as gently as she can. “So you must know that Tony feels responsible for a lot of things that aren’t, well, at least aren’t entirely his fault.”

“What was he like?” Steve asks, “Before?”

“In some ways? The same. He’s always been brilliant, always been lost in his work, always charming, and charmingly obnoxious.” Pepper has very vivid memories of her own job interview, swiftly followed by going to a gala and the next morning covering for an incident involving a stolen palm tree and no less than three supermodels in a Vegas fountain. It was very lucky that even then, she coped well with trials by fire. “But after, he—look, Captain—“


“Steve, he—he’s never liked himself very much. That hasn’t changed, either. He likes Iron Man, though.”

There. She’s said it. She can’t take it back.

Steve’s hands clench at his sides, and then slowly loosen. “I like them both,” he says.

Pepper smiles weakly, and grasps his elbow to steer him back to the helicopter. “So do I.”

She’s pretty sure, though, that Steve likes Iron Man quite a lot more than she does. But that’s all right. She’s never pretended to be as good a person as Captain America.


About a week after Tony’s latest cardiac arrest, Natasha invites Pepper to poker night, and for some reason Pepper accepts, despite the fact that she knows that she is terrible at poker. The company has been running her into the ground due to the end of the quarter approaching, and between soothing board members and issuing challenging raised eyebrows to R&D when they whine about Tony’s less-than-tactful critiques, Pepper is in dire need of a stiff drink and some social interaction that doesn’t revolve around kowtowing to pompous businessmen who don’t know anything about engineering. So yes, poker is a go, and even if she loses a pair of shoes to Natasha, she’ll still count it an evening well-spent.

This time, it’s Darcy, Jane Foster, Natasha, Clint, Maria and Bucky ranged around the table.

“I’m feeling outnumbered here,” Clint says.

“Why the hell are you complaining about that?” Bucky drawls, and twitches an appreciative eyebrow at Darcy, who preens. “Ms. Potts,” he acknowledges as Pepper sits down. “Didn’t know you were joining us this evening.”

“Poker’s not usually my game of choice,” Pepper admits, “But I’ll take anything to distract me at this point.”

Natasha sets a drink in front of her. It’s clear and on ice and Pepper can smell it without leaning over. “Is this…just vodka?” she asks.

“There’s a lime twist.”


Maria deals, as is apparently usual, and conversation shifts to pop culture.

“Why would you cast Coulson as Livingston Dell?” Darcy says to Natasha. “I’ve never heard Coulson stutter once.”

“He stays in the van?” Jane suggests.

“That’s Sitwell,” Bucky says, “And Sitwell doesn’t get the privilege of being part of the crew.”

“Yet,” Clint says mildly. “Just you wait. Clooney and Pitt are gonna get drunk with Soderbergh sometime soon and draft another movie just so they can hang out with each other again, and then there’ll be even more characters to choose from.”

“Barnes is just bitter that he’s been relegated to Toulour,” Darcy says.

“Toulour is dashing! Or so I’m told,” Bucky looks at Natasha, who nods agreement.

“Oh god, does this make me Julia Roberts?” Pepper says as she reorganises her cards.

Natasha hisses in sympathy. “…No?”

“I hate all of you.”

“Aw, come on,” Darcy says, “She was awesome in Erin Brockovich.”

“Nah, Potts is totally Catherine Zeta-Jones,” Clint says, “Seeing as she’s Tony’s ex and all.”

“Better,” Pepper acknowledges, and happily recognises that his bald statement about Tony doesn’t sting nearly as much anymore. “I’ve always liked her.”

“Unless, of course, you feel like seducing Rogers,” Maria adds, and Jane snorts into her drink.

Pepper gives her a look. “No. Steve is very sweet, but no.”

“He’s basically spoken for anyway,” Natasha mutters, and Clint snorts. Bucky, oddly enough, shifts slightly in his seat and glares at his cards.

Pepper looks sharply at the two of them. “Is there something I should know?” she asks.

“In what capacity?” Natasha asks.

“As Tony’s friend.”

The two of them look at each other, and then Natasha makes a shrugging sort of gesture. “Too soon to tell,” she says.

“Great,” Pepper mutters.

“I like that we’re the Malloy twins,” Darcy says, elbowing Jane in the ribs, “Even if we’re not badass pilots like Nancy and Erica.”

“We did hit Thor with the van,” Jane points out, “Which is about the level of stunt driving they show in the movie anyway.”

“Call,” Clint says, throwing a small but very dangerous-looking handgun on the table, and then everyone focusses abruptly on the game.

Pepper goes home with a growing vodka headache and an IOU from Maria for hand-to-hand combat training, which is far more than she’d been expecting anyway. She puts the latter on her bedside table and the former to bed after treating it with aspirin and several long swallows of water.


The next day is hell in more ways than one, but the tension in her shoulders is eased enough going in to the office that Pepper still counts the previous evening as a success. She meets with two lawyers working out a copyright infringement problem with Apple, soothes yet another stockholder, and spends lunch at her desk with Ian working out the rest of the month’s projected problems.

Ian brings her usual Greek salad in with a bloody mary, and she could just kiss him.

“You’re an absolute doll,” she says, taking the bloody mary and indulging in a long sip. “How did you know?”

“Nothing too obvious,” he assures her, “Just the higher degree of annoyance with which you allowed the entrance of Mr. Simmons this morning.”

“Simmons is a horrible man, and a fantastic lawyer,” Pepper agrees. “I hope you’re joining me, at least?”

“I took the liberty, yes,” he smiles, saluting with an apparently spiked coffee.

“The reconstruction on Riverside is going well, by the way,” he says, a little while later, after they’ve gone over the essentials. “We just need to get a few affadavits from SHIELD about the necessity of our reconstruction, vouching for our third-party disinterest in the property, to keep everything on schedule. Should I send someone over to SHIELD, or…?”

“No, that’s all right, I might as well go over myself,” Pepper says, perhaps a little too quickly.

Ian quirks an eyebrow at her, but says nothing.

Pepper weighs her professionalism against her need to talk to someone uninvolved about this, and decides that of all people, Ian is of a type that will probably judge her the least.

“I think I went on a date with Coulson a few weeks ago,” she says diffidently. Then adds, “Feel free to exit this conversation if you don’t like where it’s going.”

“Is it okay if I’m kind of really invested instead?” Ian says, leaning forward. “The private lives of powerful people are always compelling. It’s like the Medicis up close and personal.”

She snorts. “Creepy, but acceptable. Also, I’m fairly certain that I am not on the level of the Medicis. The PR would be unbearable, for one.”

“True, ugh, what a nightmare.” Ian crunched on a mouthful of salad, and continued, “I’ve only ever talked to Agent Coulson on the phone. He sounds like a robot. A very polite robot, but still kind of a robot.”

“He really isn’t. And you haven’t met JARVIS yet, so you have no basis for comparison.”

“Will I ever get to meet JARVIS, for the sake of science?”

“Take it up with Tony, and you probably could.”

Ian does a very restrained fist-pump, and then takes another gulp of his coffee. “So how was the date, then?”

“Lovely,” Pepper says readily. “We’ve known each other for a while now, and it was very comfortable. He’s, um, everything Tony isn’t, really. Though they are both brilliant in their own ways,” she adds quickly.

“Do you think you’re on the rebound?”

“Probably. I don’t know. I’m just…seeing where it goes at the moment?”

Ian tilts his head. “Do you like him?”

Pepper sighs. “I have no idea.”

He snorts. “Drink your bloody mary.”

“Yes, sir. And while I do, give me the breakdown of which departments I absolutely can’t afford to neglect over the next two weeks.”


Coulson asks her out to dinner on a Friday, and she accepts.

“So,” she says, as the sommelier pours them a rich Malbec, “I heard your official job title has been changed to ‘Cat Herder’.”

“Ah, Tony told you about the Avengers liaison position?”

“He did, through much laughter and whining. Is it just him you threaten with tasering, or all of them?”

“Tasering is reserved for Stark and Barton. Natasha only responds to clever blackmail and staring contests, and Thor to appeals to his nobility. Banner mostly does what he’s told, thank god, but even I don’t try to give orders to the Hulk. More like suggestions, and only if I have to. Like you said, Ms. Potts, it is professional-level cat herding.”

“It’s fun though, isn’t it?” Pepper says knowingly.

He shares her smile. “Fury keeps insisting on upping my hazard pay for things I genuinely enjoy. It’s like I’ve unlocked some sort of cosmic level-up in life.”

“That’s what I felt like the first time I cleaned house at SI,” Pepper says. “You wouldn’t believe the old boy network Obadiah had cultivated.” She shudders, and takes a sip of her gin and tonic. “I know Tony complains about the board now, but it was unbearable then. As if I couldn’t hear the things they said about me.”

Phil snorts. “Let me guess, your stocks went up as soon as they were gone?”

“Well, not immediately. It never looks good when there’s a giant turnover at upper management level. But, when they stopped blocking all the good proposals coming out of R&D and stopped ignoring various statisticians who were too young or too female…well.”

“Here’s to keeping things tidy, then.” He raises his glass.

She grins, and happily clinks.


They talk about work more than is probably normal, or socially acceptable, or healthy, for dating. Or just…dates. They’re not dating. Not really.

But that’s okay, Pepper figures, because they like work. It bleeds into their hobbies—the way Phil collects an embarrassing amount of Captain America paraphernalia (and has now begun, on the sly, collecting other Avengers bits and bobs too), and the way Pepper spends an inordinate amount of free time trawling tech sites and has become an utter snob about her phones and tablets and her apartment’s climate control system. Their work colleagues are their friends and sometimes their family, and Pepper knows so many people for whom that would (and does) drive them crazy or make them miserable. But that’s not how it works for her; even when she calls in vacations out of sheer desperation to get away, by the end of a week she finds herself champing at the bit to return.

Phil is pretty much the same. He talks about work the same way he talks about his hobbies the same way he talks about Beethoven. There’s an ease to his manner that Pepper suspects stems from an expectation that as long as he acts like himself, he will go unnoticed.

Pepper is so, so glad that he made himself known to her. Because he would have flown under her radar if he hadn’t been the one to contact her when Obadiah began his assault on SI. She’s kind of disappointed at herself for not making a note when he’d leapt over the railings in Sector 17, as spry as any field operative.

She tries not to think of her training with Maria as a way of evening the playing field.

“You’re distracted,” Maria observes, while she’s taking Pepper through a sequence of katas, sweat barely touching her hairline while Pepper feels like she’s soaked.

“Sorry, only for a second,” Pepper replies, trying her best not to sound out of breath and failing miserably. Pilates had not prepared her for this.

“Anything in particular?”

“No,” she says, a little too quickly. “Work. The usual.”

Maria nods, and they get on with it. Two and a half hours later, Pepper feels like her muscles are no more useful than a blancmange, but Maria is nodding approvingly at her, which is good enough.

“You’re a fast learner, and you have good reflexes,” she assesses. “A couple more sessions, and while you won’t be up to SHIELD standards, you’ll definitely be able to take on street violence with a clear head.”

“No supervillains?” Pepper says, smiling crookedly.

“Leave that to the professionals, ma’am,” Maria says, dry as bone, and shakes her hand.

“Maybe I’ll get Tony to build me a suit some time,” Pepper muses.

“Do that,” Maria points at her, “And earn all the SHIELD training you can shake a stick at. We love having Rhodes on call, and you’d be a very welcome addition.”

“It wouldn’t be for SHIELD,” Pepper amends, a little apologetically, “But I get your drift. I’m swamped enough with SI business though, anyway.”

“So you are,” Maria agrees. “Speaking of which, you should come by for poker more often. You’re really not half bad.”

“Thanks,” she says, smiling and wiping sweat out of her eyes. “I will. Now show me that last throw one more time before I call uncle for the day.”


She doesn’t learn about Bucky and Tony and Steve until Phil does.

It’s during cleanup for the Avengers’ latest escapade—the Hulk is now back to an exhausted-looking Bruce, Clint and Natasha are both emerging from their patches of wreckage to meet up with Maria…and Bucky is stuck under the rubble of a parking garage.

They have him on comms, but it’s clearly doing nothing for either Tony or Steve’s states of mind, if the way they’re clinging to each other and shouting into the comms in the middle of a gaggle of emergency technicians is any indicator.

“Buck, we’re gonna get you out, what’s your status?” Pepper hears Steve demand as she touches down in a separate helicopter, ready to start going through the wreckage of a bunch of HammerTech drones to reclaim anything that looks like it’s SI-influenced or otherwise purloined.

“Fucking squashed, Cap, but I’ll live,” Bucky replies, “Tony, the shield’s down, I’m gonna need another one.”

“Anything for you, babe,” Tony says, but his grip on Steve’s upper arm looks painful, and considering the suit, probably will even leave a bruise.

Steve doesn’t look like he cares. His lips are pressed white, and he’s leaning into Tony’s grip like it’s the only thing holding him up.

“Why’s it always got to be falling?” he asks, more quietly.

“I know, I know,” Tony says, in a tone of voice Pepper knows is very rare indeed.

“You’re still on comms, gentlemen,” Natasha says dryly, and Bucky makes a wheezing attempt at laughter which immediately has both Steve and Tony telling him sharply to stay still, goddamnit Barnes.

Pepper tries to block them out, and makes her way over a clear patch of pavement to find Coulson.

“Morning, Phil,” she says, as cheerily as she can manage, which is not very. She’s brought two espressos again—one for her, and one for him to grease her way towards sifting through what is technically becoming SHIELD evidence.

“Good morning, Pepper,” he responds, and his smile warms when he spots the second coffee. “Is that for me?”

“Depends,” Pepper says, cocking her head and raising her eyebrows expectantly. “I’m sure you’re familiar with HammerTech’s history of stealing SI property, yes?”

He sighs. “Thoroughly, yes. I think I know where this is going, too.”

“My legal demands.” She hands him a sheaf of freshly printed and signed papers. They’re still warm from the laser-jet. “I’ve been told they’re quite solid.”

She doesn’t say that she didn’t need to be told, because she helped draft them herself. Phil clearly knows anyway, the way he’s looking between the papers and her.

“You know that if these weren’t as potentially expensive to SHIELD as they are, I wouldn’t be letting you through, right?” he says eventually. “No favours.”

Pepper isn’t really sure whether she’s insulted or not, so she chooses not to be. “I wasn’t aware I’d done anything deserving of favours,” she says carefully. And then adds, “Yet.”

He looks at her sharply. “Is that on the agenda, Ms. Potts?” he asks.

She can’t tell whether this is flirting or negotiation. The uncertainty is kind of…interesting? Good-interesting, possibly. “Favours?” she counters, “Or things deserving of favours?”

“Pepper,” Phil starts.

“I don’t have an agenda,” she breaks in, and shrugs. “Except that of Stark Industries.”

He stares at her, and then huffs. “Well manoeuvred. I suppose my answer’s the same either way, though prepare to get an angry phone call from the Director.”

“Don’t worry, I’ve become accustomed to those,” Pepper says, and strides forward. “Who should I start with?”

“Might as well start with Williams,” Coulson says, a tad exasperated. “He’s a big fan of yours.”

“Oh, is he? Lovely. Agent Williams, could you come here for a moment? Bring what you’re carrying, please.”

Williams, sweating over a mechanical monstrosity that he’s hauling towards a SHIELD truck, brightens considerably, then looks to Coulson for confirmation, who nods. “Ms. Potts? What’re you doing here? Has Stark done something?”

“Not at all,” Pepper says, smiling pleasantly. “I’d just like to take a look at your cargo there, if that’s all right. How are you this morning, Agent? Awfully early for this sort of thing, isn’t it?”

“Well, it’s all part of the job,” Williams says, ducking his head. “And um, you can call me Alex, Ms. Potts.”

“Alex, then,” Pepper says, and can see Coulson barely managing to suppress an eye-roll out of the corner of her eye. She feels no remorse about letting her grin get a little predatory. Clearly, SHIELD agents needed better preparation dealing with corporate sharks. Especially corporate sharks like her.

By the time she’s done, she’s gone through almost the whole of SHEILD’s inventory as it’s been lifted from the street, noon is approaching, and Bucky has apparently been freed from the parking garage, considering the cheer that goes up among a group of SHIELD staff and the Avengers across the way.

Looking around and seeing that her job is mostly done, Pepper makes her way over to say hello and congratulations.

Phil falls into step with her. “Find everything you needed?” he says.

“Yes, thank you, Agent Coulson,” she says primly.

He sighs. “You’re a risk to national security, Ms. Potts.”


They come up to the edge of the garage…only to find Bucky pushing Steve’s cowl back and kissing him firmly on the mouth with Tony holding him up from behind.

“Oh,” Pepper says, coming to a sudden halt and feeling her face go red.

“Tell me you knew about this,” Phil says. He sounds strangled.

“No,” Pepper says faintly. “No, uh, not at all.”

“Hey, Phil,” Clint says, coming up next to them and resting a dirty elbow on Coulson’s shoulder. “Stark denies starting a harem, but I’m convinced he’s lying. I mean, come on.”

“No, I’ve told him no harems, it’s under the ‘no orgies for more than a night’ section in his contract,” Pepper says, but she can’t quite manage to tear her eyes away. “Speaking of which, should we…the press? We should—“

“Yes,” Phil says, shrugging off Clint’s arm and striding forward. Whatever composure he’d lost is now firmly back in place. “Gentlemen, if you could refrain while in public?”

Steve takes a step back and turns red. “Sorry, sir.”

Bucky grins at Coulson, and then up at Tony, who had flipped his mask up and is gripping his hips possessively. “Not sorry, sir.”

Tony smiles at him, and then catches sight of Pepper. “Pep! Uh, hey. I was going to tell you about this.”

Pepper looks at him. “Were you, Tony?”

He winces. “Well, yeah. I mean, yes. It’s a…recent development?”

“It is,” Bucky confirms. “Very recent. Cap was being stubborn.”

“Was not!” Steve protests.

“Neither the time nor the place,” Natasha points out, coming over.

“Thank you, Agent Romanov,” Coulson says. “If you’re all done, Avengers, we’ll take it from here.”

“‘We’?” Pepper echoes, quietly as the Avengers gather and start to head back towards the mansion. “Does that include you, Phil?”

“It…doesn’t have to,” Phil says, watching them go. “Do you have something in mind?”

“My ex is in a polyamorous relationship with two male superheroes from the 1940s,” she says carefully. “I would really like a drink right now.”

“It’s eleven thirty in the morning.”

“Are you coming with me, or not?”

“…Let me just put Sitwell in charge.”

Pepper nods, and takes out her phone. “Ian? Hi. I’m afraid I’m going to have to call out today. Move my appointments to later in the week, preferably not tomorrow morning if it’s avoidable, and prioritise my calls as best you can, I’ll go through them all on Thursday. Thanks.”


It’s not that she’s upset that Tony’s moved on. She really had been glad about Bucky when he first appeared on the scene, and she’s made a point of moving on and expecting Tony to do the same.

It’s just…Steve, too?

“How does he do this?” she asks, hunched over her Irish coffee. “The—the mind boggles.”

“I must admit that I am not easy to surprise,” Phil says, “And I was definitely surprised.”

“Captain America!”

“Captain America.”

They look at each other, at the distraught expressions mirrored there, and promptly dissolve into laughter.

“Oh god,” Pepper gasps. “This is a PR nightmare in the making.”

“Fury is going to have kittens,” Phil agrees. “Also, I think my inner fanboy is curled up crying in the foetal position.”

“I’m sorry.”

He exhales, and manages a last chuckle. “Pretty sure I’m not the one who deserves commiseration.”

“No.” She waves him away. “If he’s happy, I’m happy. Maybe it’ll work. That can only be a good thing. Tony deserves some happiness, after everything he’s been through.”

“You’re very generous.”

“I’m sensible,” she corrects. “Everything has its place in my life, and Tony’s there to stay. It’s just, he was blurring the lines between too many boxes when we were together, but now he’s back where he’s supposed to be, so it’s fine. And I’m fine.”

“You know what ‘fine’ stands for, right?”

“Freaked out, insecure, neurotic and emotional,” Pepper recites, because Tony has made her watch The Italian Job an unhealthy number of times. “And to that I say no, no, no, and well, of course. Because it’s Tony, and I’m always going to feel a lot of things about him, but that doesn’t change the fact that this could be good for him, and that I’m happy about that. Steve at least seems less inclined to run headlong into danger—”

Phil snorts. “Have you seen him in action?” he asks.


“I’m afraid you’re out of luck, there.”

“Damn. But he’s a calming influence, isn’t he?”

“He’s less of a smartass,” Phil allows, “But sometimes I think his air of innocence is an elaborate ruse.”

“Great. Well,” she throws up her hands, “Then he’s probably perfect for both of them, albeit not in the ways I’d hoped. I don’t know. I hope it works. It would be wonderful if it did.”

“You really mean that,” Phil says, a little wondering.

Pepper shrugs. “Of course.”

“I didn’t think people under the age of sixty were able to reach that level of emotional maturity.”

“I am a unique snowflake,’ Pepper says, and then squints at her glass. “God, how many of these have I had?”

“Too many for day drinking,” Phil says, and pulls out his wallet. “Come on, I’ll get us a cab. I need to start in on paperwork, and you need a nap if you intend on being productive today.”

“No, no, nonono,” she slaps her hand over his. “You’ve been paying for all my drinks, and all I’ve done is talk about me this time, so now you get a turn. This is an equal opportunity relationship, Phil.”

“Even when you’re finagling SHIELD property out of my hands?” Phil says, smiling.

“Especially then!” Pepper declares. “You said it yourself—no favours. Well, you’ve just done me a favour by playing hooky with me and drinking in the morning, so now we have to set everything back to zero again.”

“Your logic is unassailable. What would you like to know?”

“Everything,” she says lightly, and it isn’t until much, much later that she realises that she meant it, wholeheartedly.


Phil likes the impressionists. His eyes get flinty when he thinks his intelligence is being challenged. He reads GQ and simultaneously hates it and takes notes from it, because his cufflinks should say something about him, dammit, even if that something is yet another ruse to make him look like an empty suit, a bland government nonentity insisting on debriefs.

Pepper gets him to admit that he only buys handmade ties. She considers it a personal victory.

Neither of them get any work done that day, but when they survey the prospect of putting everything together in a whirlwind of organisation the next day that is guaranteed to terrify both the Avengers and the entirety of SI administration, they find themselves not entirely regretful.

“I think Sitwell might cry,” Phil says blandly. “I’m going to need more coffee than usual, though.”

“I think some of my requisition forms might align with yours,” Pepper observes. “I’ll stop by after lunch with a few espressos.”

“Define ‘a few’.”

“As many as necessary. But not an IV drip. I told Tony ‘no’ on that, and you are not an exception to that ruling.”

Phil smiles. “Fair enough.”


Pepper powers through her missed work the next morning while Ian crows at security cam footage of the superhero ménage à trois.

Phil had sent the copy over just before it got scrubbed from public record, with a note that said, Hadn’t reached YouTube by the time we pulled it, so we might be safe. Still, thought you ought to know what to expect if it gets out. —Phil

And then, in a different, far messier handwriting below is the addition, Also, for the lolz! Harem, I’m telling you! —Clint

Pepper wonders how Clint got a hold of the file before it reached her, and then tries not to think about it. Spies and assassins, when did her life become populated with spies and assassins?

“Oh my god, your life is like the Medicis!” Ian exclaims. “First you, CEO of one of the most powerful companies in the world, dating a supreme badass from a shady government agency, and now gay superhero threesomes! Thank god I applied for this job, this is the best perk ever.”

“You do realise I’m trusting you not to go blabbing about this, right?” Pepper says archly from behind her computer screen. “We have non-disclosure agreements for a reason.”

He waves her away. “Telling is not the interesting part. Knowing is the interesting part.”

Pepper congratulates herself once again on her excellent hiring instincts. After sending yet another icy reply to yet another panicked administrator’s excuse email of you-took-a-day-off-so-we-thought-we’d-have-more-time-because-clearly-we-can’t-be-trusted-without-you-here-watching-us, she takes a breath, looks at her watch, and realises it’s just past lunch. “I’m going over to SHIELD to coordinate some paperwork,” she announces, “If anyone else complains that I’m too efficient, just send an email along the lines of the last fifteen I just sent. Is there anything you need me for before I go?”

“Nope,” Ian says cheerfully. “You’re officially caught up, I’m officially caught up, and management is officially reminded that it’s terrified of you. My only thing is taking notes for a meeting at three, which, unless you have any specific questions you’d like me to bring up, I don’t need any guidance for.”

“That’s the one with legal, right? Just let me know if they’re blatantly lying or stealing or something. I’m fairly certain all of Obadiah’s friends have been purged, but you never know.”

“And they think I won’t know anything about it if they are, huh?” Ian cocks an eyebrow at her. “Is that why you gave this meeting to me in the first place?”


“And now, corporate espionage,” he says with satisfaction. “Best job ever.”


Darcy has her feet up on her desk in front of Phil’s office when Pepper walks in juggling a full cardboard tray of coffees, a sheaf of folders and a full briefcase. She promptly rocks to her feet when she catches sight of her.

“Jesus, do you have enough stuff? Lemme grab your coffees or something.”

“They’re for Phil and I only, I’m afraid,” Pepper replies, “So if you can handle them without stealing them, be my guest.”

“It’s cool, I’ve become inured to SHIELD’s terrible filter stuff, I’m pretty sure Starbucks would be, like, sensory overload to me now. Good god, how many shots of espresso are in each of these?” She sniffs at the one closest to her on the tray.

“Probably more than is safe,” Pepper says. “Is he in, by the way?”

“Yeah, definitely. And he’ll want the coffee too, Clint’s been harassing him all morning.” Darcy takes on a slightly dreamy expression when she mentions Barton, which makes Pepper smirk.

“Clint?” she says pointedly.

“Hush, I’m committing his forearms to memory,” Darcy says, putting her chin in her hands and looking off into the distance, “Go on in. Coulson’s free for the rest of the afternoon, so far as I’m aware, and I’d better be aware or my job’s gonzo.”

Pepper snorts, and takes back the coffees after rearranging her paperwork into a more manageable sheaf with her briefcase. She knocks on Phil’s door, and enters when she hears a muffled assent from inside.

Phil sits up abruptly as she comes in, but it doesn’t hide the fact that his head had definitely been resting on the table seconds before. “Long morning?” Pepper inquires.

“The longest. How did you manage to convince me to go drinking yesterday morning?”

Pepper closes the door behind her just in time to catch Darcy’s wide-eyed stare and frantic mouthing of the word DEETS?! at her. She rolls her eyes and goes to settle herself in the chair opposite Phil’s desk, pushing the coffees towards him. “I’m very persuasive,” she says, “And also you were coming to terms with the sullying of your childhood hero. You were in a weakened state.”

“Right. Well, at least it was justified, then.” He straightens his shoulders and plucks one of the cups out of the holder, inhaling with obvious relish. “You got the tape I sent over?”

“I did,” Pepper replies, “Along with commentary from Agent Barton.”

Phil makes an exasperated noise somewhere in his throat. “Barton is going to be the death of me,” he murmurs. “Sorry about that.”

She shrugs. “I work with Tony. Completely understand.”

“Right. Um. Should we start with the T-48s?”

“I have them at the top of the pile.”


By the time they’re done with all of the cross-referenced forms and agreements and gotten lost in their own projects, it’s past five and Darcy knocks on the door to report that she’s clocking out.

“Make sure he leaves by seven, Ms. Potts,” she says, “That’s the new rule.”

“I never agreed to this rule,” Phil says.

“Clint and Natasha and I agreed to this rule,” Darcy shoots back. “Which means that it is a rule, permanently included in the Book of Rules.” She narrows her eyes at Pepper. “You should be subject to this rule as well, really. I should ask Tony about it.”

“Tony doesn’t sleep for thirty-six hours at a time because he doesn’t know what the phrase ‘take a break’ means,” Pepper retorts. “I can take care of myself, thank you.”

“Well, then you’re better than him,” Darcy says, pointing at Phil. “So like I said—done by seven. Good evening to you, Agent Coulson, I’m bizzouncing.”

“Good night, Miss Lewis,” Phil says dryly.

Pepper looks over at him as Darcy shuts the door behind her with a flourish. “You need rules?” she says, after a moment.

“Apparently,” Phil sighs. “In my defence, the first month or so after the Avengers formed was rather unusual. We were all on the clock for a lot longer dealing with transitional concerns. Darcy just started working for me around that time and thinks that that was normal behaviour for me.”

“Clint and Natasha agree, though.”

“Clint and Natasha like to think that they babysit me, rather than the other way around,” Phil says, smiling slightly. “It makes them do well and look after each other, too, so I don’t disabuse them of the notion.”

“Sneaky. I like it.”

They do make it out by seven, though, and grab dinner together.

It feels comfortable, Pepper decides. Like maybe she can just let things happen, for a change.


Of course, that’s when things get complicated.

The next morning, Ian is late for the first time ever. Pepper leaves her door open to spot him when he comes in, and narrows her eyes when he exits the elevator.

There are shadows under his eyes and his usually bouncy mop of hair looks lank and scrunched, like he’d been running his hands through it before sleeping badly on it. He sees her through the doorway and his shoulders slump even further. “Morning, Ms. Potts,” he murmurs, and he dumps his bag on his chair. “Sorry I’m late.”

“Want to tell me why?” Pepper says neutrally. She’s willing enough to go easy on him, considering how well he’s been doing so far and the fact that this is a first offence, but he doesn’t look so much hungover as disturbed, and that worries her.

“Yes,” he says, which is a good sign. “But, um. In a minute? I just—“

“Do what you need to,” Pepper says, looking at her watch, “I have a free moment at 10:45.”

“Okay,” he exhales. “Thank you.”

Then he sits down at his desk, facing away from her, and Pepper is fairly certain that he proceeds to have a small, highly-controlled, nervous breakdown.

She steps out of the office at 10:38 and acquires from the break room a large mug which she fills two-thirds of the way with piping hot tea and sugar. Then she takes the mug back to her office and tops it off with single malt.

It’s probably an affront to single malt, but it’s what Tony had left in the crystal when he’d moved out of the office, so it’s what she’ll use.

At 10:45 on the dot, Ian comes in, looking more composed but still under-slept and pale. Wordlessly, Pepper pushes the mug across her desk towards him.

He takes one sip, makes a face, and then takes another, longer draught.

“Thank you,” he says.

“What happened?” Pepper asks.

“That meeting I went to yesterday afternoon,” he replies. “Um.”

Pepper feels her heart sink. “The one I asked you to report on if there was any lying or stealing?”

“That’s the one. They’re not doing that; at least, I’m pretty sure they’re not. But, um, they might be doing something else.”

Pepper listens, and takes hand-written notes, and when Ian is finished, she lets out a breath.

This is going to be big. She can feel a headache beginning over the thrum of anxiety in her stomach.

“I’m going to need that phone you have all of the pictures and recording on,” she says eventually.

“Oh thank god,” Ian says, slapping it on the desk and shoving it over to her like it was made of hot coal. “That’s why I couldn’t sleep last night, it was like holding a bomb in my hands, I’m really, really not cut out for this corporate espionage thing, I don’t know why I thought I was.”

“Actually, I think you’ve done pretty well,” Pepper says, flicking through the pictures again. They look fairly innocuous, and very blurry, but there are numerous measures she can take to fix that. “Didn’t you say you wanted to meet JARVIS at some point?”

“I did. I do,” Ian says cautiously.

“Good. I’ll have Tony bring him over.” Pepper picks up her own phone, and dials. She waves a hand at Ian. “Stay, and finish your drink. I’ll take it from here.”


Tony comes in wearing a t-shirt that probably was Steve’s at some point, with engine grease up and down his arms and yet another pair of Armani slacks ruined beneath. “This had better be good, Potts,” he says, waltzing in without bothering to knock. “I was in the middle of overhauling Barnes’s—oh. Hello, assistant…person.”

“Ian,” Ian says faintly. “Ian White, it’s nice to meet you, Mr. Stark.”

“Ian’s my PA, be nice, I’d like to keep him,” Pepper interjects.

“Tony, call me Tony.” Tony looks between Ian, Pepper, and Ian’s phone on the desk. “You’re the one who spotted something?”


Tony hauls one of the armchairs from the corner of the room over to the desk and sprawls in it. “Interesting. Take me through it, then. JARVIS’ll do the rest.”

“JARVIS is here?” Ian asks, voice tapering off and getting higher by the moment.

Tony sets a tablet on the desk. “Indeed, Mr. White,” JARVIS says, his voice tinny but just as demure as always.

Ian looks like he’s either having a panic attack or the thrill of his life. “Oh my god.”


The pictures are indeed mostly innocuous. Except for how patterns in the slide graphics, according to JARVIS, are actually coded to encrypt plans distributed to key SI and SHIELD employees by the something called the World Security Council, who plan on sabotaging the Avengers in order to put them out of action and get SHIELD back under their thumb. Ian had only noticed because of his background as an art restorer—unevenness in the pixelations and colouring caught his eye enough that he began to suspect a pattern.


Tony’s expression is dark by the time they’re done, and then he looks at Pepper and says, “Who do you unequivocally trust at SHIELD?”

There’s only one answer for Pepper to give.


Her next lunch date with Phil has a decidedly different tone to it than the usual, for obvious reasons.

Darcy clears his schedule with extreme prejudice and Pepper takes him out to a café across the street from SI that has a loud upper floor full of hipsters and business people who uncomfortably co-mingle and try to talk over each other, creating a constant and variable din.

She settles them in a booth and nibbles on a corner of shortcake as Phil gets their coffees from the counter.

“Am I to understand that this is off the record?” he says as he sets the mugs down and slides in across from her.

“I’m afraid so, but I promise you that this isn’t for my company alone, this is for both of us.”

He nods in a way that indicates his complete willingness to take her at face value, and a small knot in the massive ball of anxiety inside her loosens. She wets her lips, and sets a flash drive with everything JARVIS could find on it.

“It appears that the, uh…World Security Council? Has decided on a counterattack towards Director Fury.”

Coulson doesn’t look surprised, but his mouth thins out and the hand that’s on the handle of his coffee mug tightens slightly. “Break it down for me, if you don’t mind,” he says.

Pepper bites her lip. “There’s really a World Security Council?”

“Yes,” Coulson says simply. “Now please, Pepper, tell me what you’ve got.”

Pepper obliges him, hands tight around her mug. “The Council, so far as we can tell, has at least five people at SI on their payroll, and likely many more at SHIELD. Through a series of leaks of our latest work in R&D, they intend to give people like Hammer and Doom the tools to bring down the Avengers, or at least create a pace of escalation that renders the Avengers a liability. If that happens, Fury will be the first with his head on the chopping block, and there are likely measure set in place for who from the Council is ready to step into his place. I don’t have any proof of that last part, but the leaks I can offer evidence for through the mess of Hammer’s we cleaned up the other week, and the clincher is the series of encrypted graphics files that my assistant Ian noticed and which JARVIS extracted from the encryptor’s files and decoded.”

“Are we working on a deadline?” Coulson asks, stowing the drive in the inside pocket of his jacket.

“Likely, but there weren’t any times that we could find in the files. I wouldn’t feel comfortable waiting very long, though.”

“Nick’s not exactly patient either. What’s your plan?”

Pepper raises her eyebrows. “My plan?”

“I know you have one,” Phil says, “At least so far as what you’re going to do about the moles at Stark Industries.”

“Well, yes, JARVIS is—“ she stops, and cocks her head. “Would you like to coordinate?”

“It might be the most effective way of doing things, yes,” Coulson says blandly, but she’s far past the level of being able to read that.

“Send a warning, perhaps?” she suggests, taking a sip of coffee, “But how, without making the Avengers look like a threat?”

“Don’t involve the Avengers, not even Tony. They’re the figureheads, and they need to be kept as such. The Council will absolutely cave to popular opinion, it’s their one central weakness because although they’re not beholden to the usual laws, like the UN, they are absolutely beholden to the happiness and confidence of their network, and that is built on too many politicians for them to ignore.”

“So we preserve the Avengers,” Pepper nods, “Excise them from the notion of escalation—they can’t escalate, for the most part their powers are quantifiable, and unchanging, with the exception of Tony, but we’ll ignore that.” She pauses, and then cocks her head. “What happens when the leaks are diverted?”

“From where? We can’t have—oh. The two main recipients are HammerTech and Doctor Doom, yes?”

“Correct. One, a supposed defender of our troops, and the other a supervillain.”

“A potent combination.”

“Hm.” She drums her fingers on the table. Phil watches her tap the rhythm, a small smile curving the edges of his lips.

“Do we have proof that Doom has been receiving just as many tips as Hammer?”

“He’s actually been getting far fewer. The Council doesn’t trust him, for obvious reasons.”

“Hardly fair. Does he know that?”

“Not yet. And what if, say, that leaked material starts showing up at his doorstep with Hammer’s fingerprints already all over it?”

“It would be an insult. A veritable slap in the face.”

“Enough to trigger an altogether different arms race?”

“One the Avengers will perhaps have to valiantly defuse?”

They smile at each other. Pepper is too pleased with both Phil and herself to realise that the warmth that she’s feeling, thrumming beneath her ribcage, is something noteworthy.


They proceed to act as if nothing is wrong, which is easy for them, and very, very hard for Tony.

“Can you please at least tell me the plan,” he begs, “Put me out of my misery, Pepperpot, pleeease, this is a threat to the Avengers, they should know!”

“Should I throw him out?” Ian inquires, standing in the doorway. He seems to have gotten over his espionage scare now that it's no longer his responsibility to do anything about it, and has become rather jaded about Tony Stark in the process.

Pepper is going to give him a raise if he keeps this up.

“That won’t be necessary, thank you, Ian. Tony, you’ve got to let me take care of this one, I have it under control and I don’t need you or your team messing with it. Go make more friends for Short Stuff and Dummy if you’re so bored.”

“Short Stuff doesn’t need friends, she has Steve!”

Despite whining, Tony keeps his mouth shut, though when Pepper next stops by the mansion, both Bucky and Steve give her questioning looks, so they clearly know something is afoot. Steve even goes as far as to ask about Stark Industries, but she smiles at him and says, “Just some minor hiccups with a merger, it’s quite time-consuming, but hardly in need of a specialised task force,” and Steve relaxes, albeit only slightly.

She has a few more dinners with Phil, but they don’t talk about the plan beyond passing paperwork back and forth before the menus hit the table.

Ian works overtime, because he wants to see the drama through.

SI’s leak slowly becomes a very closely observed trickle.

SHIELD’s security system undergoes scheduled maintenance, and it comes back online just slightly different than before.

Nick Fury comes to Pepper’s office on a Monday afternoon, leather jacket swinging as he bypasses Ian entirely.

“Director Fury,” Pepper acknowledges, moving to stand up, but he raises a hand and so she settles back down in her chair. “What can I do for you this morning?”

“I understand you and Agent Coulson are collaborating on a…project,” he says, single eye level and expressionless.

She folds her hands in her lap, and blinks expectantly.

He sighs. “I’ve been waiting for them to make a move. Didn’t expect it quite so soon, so I appreciate the heads up. I’d ask you to leave it alone, as I do have my own plans in place, but I think I’d be interested to see what you and Phil are up to.”

She blinks. “…Thank you?” And then, when he doesn’t say anything further, she adds, “Was that all you wanted to say to me?”

He regards her, and says, “No. I understand that this project involves an encryption you haven’t found the complete key for.”

“How did you—no, don’t answer that.”

Fury gives her a humourless smile. “Yeah. I get red flags all over whenever anyone other than a handful of people even think the name World Security Council. So do me a favour, and try that file with this.”

He slides a dossier onto her desk.

Pepper pulls it towards her and flips it open. It looks…like gibberish. But in the corner, it’s marked with the firm red clearance label.

She knows for a fact that Phil only has Level Eight clearance.

“Um. Okay. Yes, I will,” she says eventually. Then, on a suspicion, she looks up. “Why are you trusting me with this?”

“Coulson would’ve, if he’d had access to it,” Fury replies. “That’s good enough for me. Good day, Ms. Potts.”

And with that, he strides out of the office.

Ian pokes his head in. “Was that…?” he starts.

“Yes,” Pepper says. She doesn’t take her eyes off the file. “Yes, it was.”

Apparently, Phil trusts her (by proxy) with Level Ten clearance.



It all comes to a head a fortnight later, at nine o’clock sharp when most staff are generally awake but maybe not entirely alert on the job yet. Pepper has only been getting the outcome of her actions through hearsay—sudden tensions rising in Latveria, HammerTech stock wobbling, the Avengers getting keyed up about reconnaissance missions that only the spy/assassin contingent of their team get sent in on. She’s been watching and keeping a steady hand on it, and can only assume that Phil has been doing the same on his end.

This morning, though, the Avengers get called in with all hands on deck, because HammerTech has been ‘mysteriously’ uncovered doing testing in Latverian airspace, and there is about to be a severe international incident if it’s not defused ASAP.

Phil calls Pepper’s office and says simply, “We should move.”

“I thought I’d start on the ground floor and work my way up,” Pepper replies, already sending the sheafs of relevant papers to the printer while emailing copies to the mayor and the NYPD. “Head of Security says that funnelling everyone to the roof would be the most expedient option.”

“We can pick them up on the Helicarrier from there,” Phil agrees.

“Excellent. See you soon.”

She hangs up, and steps into the washroom to change into her very favourite Dior dress and matching jacket, black with cool grey satin detailing at the cuffs and high-collar, razor sharp to match the studded Balenciagas she slips onto her feet. It’s the outfit she wore her first day as CEO, when she needed to stare down a boardroom full of men and women who were at least sixty-four percent convinced that she’d slept her way into power.

Making order out of chaos is her bread and butter. But sometimes making a little chaos is fun too.


The head of SI security’s name is Allen. He’s built like a tank and has a smile that Ian claims gives him heart palpitations. Pepper likes him because sometimes he brings in canteens of the most glorious French onion soup that his auntie makes and never hesitates to share with the rest of his team. Also, he’s an ex-Recon marine who’d been one of the first people to notice Tony ghosting miserably around the office after Afghanistan and had pulled Pepper aside to tell her, “Listen, our man Stark’s been through more shit than he’s telling, so if he misses a meeting or something, go easy on him.”

Today, he’s all business, but he’s got a glint in his eye that says he knows exactly the magnitude of what he’s helping her carry out.

“R&D first,” she says, “Then up to legal and marketing. It’s all right if we don’t get absolutely everyone—we’re hoping after its done that anyone left will just turn themselves in. Either that, or get turned in by their colleagues. I’m not above relying on some of the staff’s self-preservation instincts to get it done.”

“Sounds reasonable,” Allen agrees. “Where are they going after we’ve got them?”

“SHIELD,” Pepper says simply. “The police will be handling the public inquiry, but seeing as this is an international company, we need an international force involved.”

“Of course. I’ll grab the guys, and we’ll be right behind you.”

“And guarding the exits?”

“Among other things.” He smiles. Pepper supposes his smile is a little shark-like, after all.

She heads for the elevator.


R&D is on the third floor, and Pepper exits the elevator with Allen flanking her on her right and second-in-command, Marcus, on her left. In front of her, she holds a clipboard loosely.

The department’s lab technicians straighten as she enters. One closest to her says, “Ms. Potts? We weren’t expecting you today.”

“No,” she agrees. “I was hoping I could speak to,” she checks her clipboard, “Dr. Chalcraft and Dr. Frear?”

She looks up just in time to see Dr. Chalcraft bolt for the door and promptly get tackled to the floor by security. Dr. Frear just stands up from his worktable with an unreadable expression. Pepper meets his eyes and says neutrally, “If you would please go with Officer Scott and Officer Germatti,” she gestures to the two guards who now had Chalcraft cuffed and waiting by the door, “That would be a great help.”

“Why?” Dr. Frear says, challenging.

“I’m afraid Stark Industries doesn’t tolerate the sharing of classified data with other entities, corporate or otherwise,” Pepper replies pleasantly. “That includes shadowy inter-government agencies, in case you were unclear about that.”

A muscle in Dr. Frear’s jaw twitches. But he allows himself to be cuffed as well.

Word flies up the building fast. Pepper doesn’t change her pace, just sweeps up floor after floor, letting the people who want to run, run—the only way out is up. And well, up won’t be much of an option very shortly.

There are eight of them, in all. Pepper can tell which ones were just in it for the money versus which had an active vendetta by who ran, and who waited, no doubt expecting some sort of support from the Council. She doesn’t treat them any differently, just makes sure they’re securely cuffed and brought up to the roof.

When they get there, the Helicarrier is already hovering unusually low overhead, casting a shadow over the building, dwarfing the skyscrapers surrounding it. Pepper can see people in the buildings opposite, pressing their hands to their windows, taking pictures.

The Council will just love this, she thinks.

A narrow loading bay opens on the belly of the Helicarrier, and Phil steps out, wearing a very sharp suit and an expectant expression.

“Good morning, Ms. Potts,” he calls over the din of the Helicarrier.

“Good morning, Agent Coulson,” she answers, stepping forward. Behind her, Allen and sixteen guards form a line with their charges. “I trust your day is going well so far?”

“Perfectly, Ms. Potts,” he says. He nods to the group. “Shall we?”

She makes a welcoming gesture with one hand. Instantly, there are SHIELD agents pouring down from behind Coulson and taking charge, marching the prisoners into the belly of the ship.

“All set, Ms. Potts?” Allen asks, when the SI employees are out of sight.

“All set, Allen,” she answers. “Thanks for your help today.”

He nods, and he and his team head back towards the rooftop entrance. Then Pepper turns back to Phil.

“I get to see the ending, right?” she asks.

“Of course,” Phil smiles. “What do you take me for?”


“Council members,” Fury says, hands clasped behind him, shoulders square. He stands in the middle of the closed communications room, surrounded by flatscreens. To his left and right, Coulson and Pepper stand impassively, their stances mirroring his. “We must inform you of a recent plot to incite war with Latveria using HammerTech as a scapegoat. It seems that these men and women,” he gestures to the screens behind them, each showing an interrogation room occupied by a SHIELD or SI ex-employee, “Whom we’ve now apprehended, were coordinating some sort of arms race between the corporation and the country, such that the only solution presented to the king of Latveria was a defensive war.”

“Valuable research from Stark Industries was taken and compromised for the sake of weaponry, which you well know is entirely against SI’s philosophy,” Pepper adds. “Mr. Stark would like to express his deepest concern and distress at this clear perversion of his work.”

Perversion?” Tony squawks in her earpiece. “I’ll show you perverted work!”

Pepper doesn’t let her expression shift in the slightest.

Fury nods, and says, “Thankfully, the Avengers have stepped in to neutralise the situation, and Victor Von Doom has now graciously allowed them to facilitate talks to smooth out diplomatic relations.”

The Council members look…sour.

“That is…very fortunate, that you uncovered this plot,” the Head Councilman says, after a pause. “Do you know who was behind these infiltrators?”

“We have leads,” Coulson answers, a picture of innocence. “But then again, it’s perfectly possible that they could be acting as their own unit.”

“We’ll of course be giving it our full attention,” Pepper adds. “This kind of breach of security can have real consequences for the safety of civilians all over the world. We’re very grateful for the intervention of the Avengers before the situation got out of hand.”

“We would like to offer our services,” one of the other council members says quickly, and shifts in his seat when the others glared at him. “Surely an independent investigation ought to be carried out.”

“That’s very kind of you,” Fury says, “But we have it well in hand. These infiltrators—they may be very clever, but they’ve also been quite helpful so far, and we are quite confident that we can get to the bottom of the situation in due time. I shouldn’t like to interfere with your no doubt already busy schedule.”

“Of course,” the Head Councilman says. “Nevertheless, we must insist.”

Fury raises his eyebrows, and says mildly, “Colour me surprised, Councilman. In the past, you’ve always delegated these interrogations to those more suited to it.”

“Yes, well, we’d like to make an exception,” he says, looking flustered for the first time. “This was, obviously, a very serious breach.”

“Very,” Pepper says, “We are very concerned, Councilman.”

“Our citizens are also very concerned,” Coulson adds.

“In short, we ought to bow to due process, ladies and gentlemen,” Fury says. “Visibility is key in these matters, as you well know.”

“We will,” the Head Councilman says heavily, “Ensure that the investigation is thorough, open, and transparent.”

Fury shrugs. “All right. I suppose it’s no skin off my nose. Though we do have one last concern to bring to the table today.”

“What’s that?” another council member asks.

“There’s this matter of Project Film Night,” Fury says calmly, bringing the dossier he’s had behind his back forward. It’s the same one he had handed Pepper in his office.

It’s much thicker now.

The Council visibly tenses.

“I’m afraid I’m not familiar,” the Head Councilman says.

“I wasn’t either,” Fury replies, opening the file and flicking through it. “But then Ms. Potts and her assistant discovered an interesting encryption in one of our infiltrator’s business presentations. He was intending to pass it on to another colleague of his, but Stark’s AI intercepted it. As it turns out, the code to decrypt this file has been around for ages in my office, gathering dust. Never knew what it was for, but I kept it around, just in case. Was pretty sure that when I found what it was for, it’d be pretty damn important. And then this encrypted file appeared, and suddenly, poof! There it was. Project Film Night. In its entirety.”

The Council members are sweating.

“Its entirety?” one of them says, a little breathless.

“Uncensored, too,” Fury says, with mild interest, scanning over the pages. “Don’t know why our man had it. Perhaps whoever he was working for has a leak, too.” He looks up again, and smiles slightly. “Guess we won’t know until your investigation goes through.”

“We’ll see that it does,” the Head Councilman says.

Fury nods. He tips the folder closed and hands it to Coulson. “Do,” he says. “We’ll keep this safe in the meantime. Good day.”

He clicks a remote, and the screens go dark.

“What is Project Film Night, exactly?” Pepper asks, after a pause. “We only got as far as decrypting the title when you took it back.”

“That’d be Level Twelve clearance, Ms. Potts,” Fury says, “Need To Know.”

“There isn’t a Level Twelve clearance,” Coulson says.

“There is now,” Fury says. “And this is the first thing in it.”

Pepper snorts.


When they exit the room, it’s to find the Avengers, bruised and battered, ranged around the central control room.

“Crisis averted?” Tony says, when he spots the three of them approaching.

“There was a crisis?” Bucky asks. Natasha narrows her eyes at Pepper, who just offers her a smile.

“Avengers,” Fury says, “I understand Von Doom is placated, for the moment?”

“Like he’s ever placid,” Clint scoffs. “Dude’s got some serious anger management problems.”

“It’s taken care of, Director,” Steve reports.

“Well, then what the hell are you doing on my plane?” Fury demands.

“Heard Potts was aboard, wanted to say hi,” Tony says. He waves at Pepper. “Hi, honey.”

Pepper raises a very judgmental eyebrow, and doesn’t deign to answer.

“I thought we should report back and do our after-actions now, since the Helicarrier is marginally closer than the mansion,” Steve says. Then he pauses. “Why exactly is the Helicarrier so close, sir?”

“SHIELD business,” Fury says shortly. He sighs. “Fine, do your paperwork. Agent Coulson will debrief you.”

Phil looks at the file in his hands, and says, “I should see to this first, sir.”

“Best just to keep it on you until you have a chance to put it away,” Fury replies.

Coulson nods, and just says, “Avengers, with me, then.” He casts a look at Pepper, and gives her a very small, but very warm smile. “Ms. Potts. Pleasure working with you, as always.”

“See you later, Agent,” she says.

She watches him walk off, the Avengers trailing behind him. Tony pauses as he passes by.

“I know that look,” he murmurs. “We are so totally talking about it later.”

“Oh, goody,” Pepper says, and doesn’t know whether she’s means it sarcastically or not.


When she returns to Stark Industries, interns scuttle away in her wake, and a board member carefully plasters himself to the wall of the elevator as she steps into it.

She wonders if this is how Nick Fury feels all the time.

She finds that she doesn’t really mind. She might even develop a taste for it.

“Is it over?” Ian asks, as she walks towards her office.

“It’s over,” she assures him. “And I think I owe you a bonus.”

He brightens. “Sweet. I’ve been coveting this Bierstadt canvas print for ages.”

She goes into her office, shuts the door, and sits down at her desk. As she reaches for the mouse, she realises that her hands are full-on trembling, enough that she pulls them back into her lap with a jerk.

She looks at her watch. It’s barely afternoon.

Before she knows it, she’s grabbing her phone and dialling.

“Pepper,” Phil answers, “Are you all right?”

“I,” she stops. “Mostly.”

“Shock,” he says. “Happens to the best of us. Particularly when dealing with the Council.”

“Not to you.”

“Not anymore, no.”

“What do I—“

“Tea. Strong tea, with a great deal of sugar. Would you like me to drop by?”

“No,” she says quickly, “No, that’s all right. I’m sure you’re very busy at the moment.”

“Irrelevant,” he says, which draws her up short.

She exhales. “It’s all right. I’ll be fine. I just noticed that I…anyway, I wanted to just, get my bearings for a moment. So I called you.”

There’s a pause before he answers. And into the silence, Pepper listens to what she just said, and has a sudden, blinding moment of panic.

Phil says finally, “I’m glad you did.”

“I’ll talk to you later.” She sounds faint, even to her own ears.

“Of course. Goodbye, Ms. Potts.”

He hangs up, and Pepper stares at her phone for a moment. Then she dials again.

“Hi. So, the ‘talking about it later’ thing. Shall I stop by the workshop tonight?”


“Tell me, am I still allowed to say that you are at your sexiest when you’re kicking ass and taking names? Because I know that’s what you did, even though I don’t know exactly how, and by the way, that’s actually killing me, that you’re not telling me what you were up to with Fury, did he let you order an assassination or something, because that’s really unfair and I will be insanely jealous.”

“Hi, Tony.”

“Hi,” Tony says, and sits back against his workbench. “So am I allowed? You’re killing me here, Potts, seriously.”

“You pretty much already have, so thank you, I suppose,” Pepper answers, setting her bag down and going to sit down next to him. She never used to do that, before they got together, and then she did it all the time when the did, and now? Well, she thinks she’s still allowed.

Tony leans a little into her, and yes, she’s still allowed, definitely. It even feels easy in a way it never had been when they’d been together.

“What’s up, buttercup?” he asks.

She gives him a look. “If you’re going to attempt to be my sassy gay friend today, I’m going elsewhere,” she says. “Natasha gives great advice.”

“Natasha is a menace, don’t listen to her ever-ever. But I take your point.” He observes her for a second. “You okay? You look peaky.”

“I am peaky. I’m underslept and apparently helped decode something with Level Twelve clearance.”

“There is no Level Twelve.”

“There is now.”

Tony gives a slow whistle. “Damn, Potts. You are giving my superhero team a run for their money. Which, incidentally, is my money.”

“I’m aware.” She quirks a smile. “On both counts.”

“Well, good. So are you going to tell me about that smouldering look you shared with—“

“It was not smouldering!”

“—Our dear Agent Coulson, who seemed to return it wholeheartedly, I might add?”

She took a breath, and let it out slowly. “I’m seeing him. Apparently.”

“You make it sound like such a burden.”

“No! That’s not—oh goddamn it, Tony. It’s not a burden. I just—“

“Do you like him?”

“Why does everyone keep asking me that?” she asks, even as she knows that it’s complete exaggeration on her part. “Why would I go out with him if I didn’t like him?”

“Politeness? Expedience in paperwork? I dunno, you tell me.”

She gives him a severe look. “I wouldn’t do that to him.”

Tony puts his hands up in surrender. “You’ve done it to about twenty shareholders and probably fifty other randoms. I’m just working with statistics, here.”

She winces, but stands her ground. “I’ve never done it for more than a single date.”

“Ah. And this has been multiple dates.”


Tony peers at her. “My dear Ms. Potts, has he charmed you?”

She grits her teeth. “You are not helping, Tony.”

“What precisely do you want help with?” he asks. “Coming to grips with the fact that you’re in a relationship, or coming up with an excuse to get out of one?”

Oh, she thinks faintly, Oh.

“Possibly the former,” she says, a little tremulously. “Maybe with a side of confidence boost that suddenly finding myself dangerously invested in said relationship isn’t actually that dangerous?”

“Pepperpot,” Tony says, looking uncharacteristically serious. “Did I not do a good enough job of assuring you that you are an exceedingly beautiful woman who needs no man but whom any man would be lucky to have?”

“No, Mr. Stark,” Pepper says carefully, “I am assured that I’m a beautiful woman—who has a very demanding job, who has no interest in being arm candy but still insists on investing far too much money in, in spa treatments and Thierry Mugler, who doesn’t want children, who tends to disappear for days to clean up another man’s mess while leaving dishes in the sink and sticky notes all over the bedroom. And no, don’t you dare make this about you, Tony, I have always been this way, and I am happy this way. You know I am.”

“I know you are,” Tony agrees. “I know that you love the work probably more than it loves you.”

She smiles at him. Yes, there was a reason those five months had been wonderful. Several reasons, really.

He bumps her shoulder with his. “You’re right,” he says, “For a certain kind of guy, all of those things would be deal-breakers. Thing is, though, aside from the whole children deal which is just, you know, personal preference or whatever, that kind of guy is almost 98% guaranteed to be an idiot. And kind of a douche. But all that is entirely beside the point.”

“What’s the point, then?” she asks curiously.

He shrugs. “You trust him.”

She looks up sharply. Tony meets her gaze, and raises his eyebrows. “What?” he says. “I know what you look like when that happens. It’s a rare occurrence. You trust him, and not just as a friend, but as a colleague—you worked with him, you trusted him to do his part to the letter, and he did. That happens, like, never with you. Your standards are ridiculously high, and no, that’s not criticism, that’s why I hired you all those aeons ago.”

She peers at him. “You have just as many trust issues as I do,” she accuses after a second.

“Yup,” he says easily. “Working through them.”


“And Steve.”

“They’re good for you,” she admits, because even from the little that she’s seen of them, they are.

“Yes,” he agrees, which is a landmark in itself. He looks away. “And uh, I’m only gonna say this once, but Coulson? Probably damn good for you, too.”

“I can’t believe I’m talking to you about this,” Pepper says, leaning back on her hands and looking at the ceiling.

“Neither can I. Can I interest you in a martini to dull the pain?”

“Do you have olives down here?”

“Ms. Potts,” Tony says, outraged, “How could you think otherwise?”

Several hours later, it’s Bucky who retrieves them both, and when Pepper passes out in one of the guest rooms, she’s feeling mostly floaty, but also mostly happy, because towards the end of the evening, Tony had said the smartest thing to her that she’d ever heard him say.

“Pep,” he said, slinging an arm around her shoulders and pressing a bristly kiss to her cheek, “Don’t you think that after sorting through everything, making everything do as it’s meant to, you wanna go home to something that doesn’t need sorting? Or better yet, someone who’s gonna help you sort more things?”

“That second part,” she’d replied, slurring more than was strictly dignified. “Y’might have something there.”

Then Bucky had extracted Tony and hoisted him over his shoulder, and Pepper heard Tony mumble something about “fire of my loins” and Bucky say, “For fuck’s sake, I am not an underage girl, Stark,” and then Pepper started laughing and didn’t stop until she’d collapsed into bed.


The next morning, she wakes with a well-deserved headache and a parched mouth, both of which she remedies by stumbling to the bathroom to down aspirin and water before stepping into the shower and staying there for a good half hour.

By the time she emerges, the Avengers seem to have risen as well, and so she joins them for breakfast, feeling not out of place at all, because everyone appears to be either swaddled in a bathrobe or wandering around in pyjamas. Even Thor appears to be wearing only boxers and a fluffy pink dressing gown. Bizarrely, he’s carrying it off very well.


“Good morning, Thor,” she says, wincing. She can’t help but stare a bit at the robe.

“Day after a mission,” Natasha says, the collar of her robe snugged up around her chin, “We don’t stand on ceremony. Also, someone thought that Tony could be trusted with helping Thor buy civilian clothing. Apparently, the robe is exceedingly soft.”


“Good rule, and I see,” Pepper says. “Coffee?”

Clint makes a vague gesture towards the kitchen. Pepper shuffles in that direction, only to find Tony clutching the coffee pot, with Steve wrapped around him from behind, his face buried in Tony’s hair. He steps away as soon as he spots her, however.

“Good morning, Ms. Potts,” he says, face going slightly pink.

“Good morning, Steve, and you can carry on, it’s fine,” she replies. Then she adds, “Tony, you’re going to relinquish some of that coffee.”


“Unacceptable. You’re not the only one who overdosed on martinis last night.”


“Tony,” she says warningly, and holds out her mug expectantly.

With a final disgruntled noise, Tony pours her a cup before inhaling what’s left in the pot and pressing buttons to make another. Steve looks on in amazement.

“You can understand him in this state?” he asks.

“It’s taken ten years, but yes,” she confirms. “Where’s James?”

“Asleep,” Steve answers.

“Wore ‘im out,” Tony says, with a smirk. Steve cuffs him lightly on the back of the head.

Pepper rolls her eyes. “I’d say TMI, but I think we’re far beyond that point.”

“You were drinking martinis without me?” Natasha calls from the breakfast room. “Should I be jealous?”

“Very,” Tony says, looking slightly more awake with caffeine and inappropriate comments in his system. “There was much bonding and girl talk, and you missed all of it.”

“Was it about Coulson?” Clint asks.

Pepper stills. “Um.”

“Pay up,” Natasha says to him. “I knew he put those Beethoven tickets to good use.”

“Ian tattled on me!” Pepper exclaims.

“He owed me a favour,” Natasha shrugs.

“Damn it. Should have known,” Clint mutters, “He’s been looking terrifyingly chipper lately.”


Pepper squeezes her eyes shut. “We’re not quite at that stage yet, but um, the sentiment is appreciated.”

“Indoor voice, Thor,” Bruce says dryly, “I think the Lady Potts would appreciate an indoor voice.”

“MY APOLOGIES,” Thor says, only somewhat more quietly. Pepper shoots him a weak smile of thanks, and decides that it would probably be in her best interest to beat a hasty retreat.

“I should go,” she says, “I need to find a lot of last minute replacements for the employees I had arrested yesterday.”

“Yes, are you ever going to tell us what all that was about?” Bruce asks. “Tony keeps muttering about some sort of council.”

“It’s nothing,” Pepper says, “Just business stuff. Well done with Doom yesterday, by the way.”


She goes into the office, checks in with the managers who are frantically trawling through CVs and cover letters, and then spends a good forty-five minutes sifting through her schedule for evening events.

After dithering for a long while after that, she picks up her phone.

“Ms. Potts,” Phil answers. “What can I do for you?”

She takes a breath. “What are your feelings on Lichtenstein?”

“The country or the artist?”

She blinks. “Do you have feelings about the country?”

“Liechtenstein…picturesque. Expensive. Good ground cover.”

“Ground cover?”

“It was night.”

Pepper laughs. “And the artist?”

“Less impressed with his later work, love his screenprinting. Brush stroke series was excellent, as were the DC Comics adaptations.”

She smiles into the phone. “There’s a retrospective at the Guggenheim opening on Friday evening, courtesy of MoMA. Commentary and hors d’oeuvres included.”

“You have tickets?”

“I have tickets.”

“Count me in, then.”

“It won’t interfere with the whole council mess you’re cleaning up?”

“The Council is officially under our thumb. They can wait for Lichtenstein.”

“Excellent. I can stop by SHIELD after work?”

“Best that I stop home first. Black tie?”

“Yes. Give me your address; I’ll pick you up.”


The opening is the same sort of thing Pepper has done countless times by now, and she readily admits that she enjoys it—even when the guests are at their worst high society behaviour there are always one or two genuine aficionados of whatever is being opened whom she can latch onto, and she doesn’t mind networking with the rest so long as she can get results from it.

She knows that it isn’t for everyone, though, so she really, really hopes that Phil doesn’t mind it.

He slides into the car, razor sharp in—

“Is that McQueen?”

“Their menswear is kind of underrated, I find,” Phil says, adjusting his cufflinks. “Is it all right?”

“Yes,” Pepper says quickly, because it is definitely more than all right. He hasn’t opted for the bow tie, referencing his profession subtly with a slim black tie, but the tuxedo jacket over the crisp white V of his shirt is the traditional ink black, the wool fine and exquisitely cut, and there are, from what she can tell in the dark of the car as they pull away, small but distinct details in the notch of the lapels and the shaping of the waistcoat that give it an edge.

He looks sober and comfortable and edible. He catches her looking and a flash of surprise crosses his face before he says, “You look lovely.”

“Thank you.” She has stuck with cocktail length for her dress, an asymmetrical Cavalli sheath twisted and gathered with clusters of gold scales. It is, again, a dress for bravery, and she has a feeling that she’ll be needing to invest in a lot more of those in the future.

“I’m afraid I’m going to have to mingle a bit,” she admits as they pull up in front of the museum, “I promise to keep it to a minimum, but you’re welcome to find someone more interesting to talk to while I schmooze.”

“You know what I like to do in environments like these?” Phil says. “Covert interrogation.”

“Is that just a fancy way of saying that you trawl for gossip?”

“No,” he smiles. “The point of the game is to not have to trawl. The point is to make people hand it to you on a platter.”

“I take back what I said about you finding other more interesting people to talk to,” she says. “Stick with me the whole night, I want to see this in action.”

“That was the plan, Ms. Potts.”

The Lichtenstein is well-presented and refreshingly tongue-in-cheek, neutralising some of the more sneering contingents of the art-loving crowd. Pepper drinks champagne and kisses cheeks in greeting, and keeps her hand tucked in the crook of Phil’s elbow. She tries several times to introduce him as ‘Agent’, but he interrupts each time with, “Phil. I work in security.”

And then each time, as Pepper provides small talk, he slowly steers one or two people away from the main conversation, and then just seems to listen, bland, passive smile firmly in place.

When the champagne dries up and the guests break off to start looking at the full exhibit, they end up hovering in an alcove where some of Lichtenstein’s screen-printing materials were on display. “So,” Pepper says, “Do I get a report on the New York art scene?”

“Sure,” Phil says, shoving his hands into his pockets. They’re towards the top of the spiralling ascent of the Guggenheim’s interior, and so when he turns to look back, it’s to scan the milling crowd as they circulate up and down the central avenue. “The Geoffreys are divorcing and Stella is getting the art in the settlement. There’s a black market dealer working the crowd whose working alias is Anton Varkonnen but whose actual name is Emile Sanders. He tried to sell me a Cézanne that’s been missing for a good eighteen months. I think he succeeded in selling it to Mondale.”

“Harker Mondale? Ooh, that’s going to end badly for him.”

“I have a friend in the white collar unit here, I’ll give him a call tomorrow. Hopefully they’ll work it out before any kneecaps get broken.”

“Anything on Humphrey? You were chatting with him for a while.”

“He’s thinking of expanding his company into the European markets. It’s going to end badly.”

“In this economy, sure.”

“You were busy, too,” Phil notes, quirking an eyebrow at her. “Don’t think I didn’t notice.”

She waves it away. “Business, as usual. Stark Industries is back on the upswing, so everyone wants to know what we’re up to. I just let them pry until I know what they’re actually looking for, and then tell them that we have important projects in development, and move on.”

“And what are they looking for?”

“Stock tips, mostly. Disappointing, I know. But every once in a while it’ll be someone looking for ways to get around SI’s no-weapons policy, or shopping for arms dealers from Tony’s past. Then I smile and nod a lot and if it’s profitable, buy out their company and turn it into something fluffy and people-friendly.”


They fall silent, and wander over to look at ‘Drowning Girl’.

“Why is it always guys called Brad?” Pepper muses.

“Personally,” Phil says, “I blame the fifties.”


Happy is once again off for the rest of the evening, so Phil walks out to the road to hail a cab.

As he does so, Pepper blurts out, “Do you want coffee?”

Phil freezes, failing to acknowledge the cab that has pulled over. “Uh,” he says, “You want to get some somewhere?”

“No, sorry, I mean,” she takes a breath, “Would you like to come back to mine for coffee?”

He stares at her.

“Are you guys getting in or not?” the cab driver shouts from behind him. Both Phil and Pepper jump.

Pepper raises her eyebrows at Phil.

“Okay,” he says. “Sure. Yes.”

“Those are all affirmatives,” she agrees.

They get into the cab.

The drive is quiet, and Pepper is suddenly assailed with doubt, because while Phil’s answers were all affirmative, none of them seemed to be particularly enthusiastic affirmatives. She glances over at Phil to find him unnaturally still, his hands pressed over his thighs.

“You don’t have to come up,” she says eventually, “If you don’t want to.”

She finds the look that he gives her in response unreadable, but the way he says, “No, I would very much like to,” makes her relax just slightly.


Pepper actually does go through the motions of making coffee. Mostly because Phil seems to have decided to hover.

“You have a nice space,” he observes as she lets them both in, immediately kicking her heels off and padding towards the kitchen.

“Thank you,” she replies. “I got it with my first bonus at SI.”

“Jesus, what did you do to deserve a multimillion dollar bonus?”

“That, in the words of Nick Fury, is Need To Know.”

“Tony’s exploits do not count as confidential information.”

“At SI they do.” She gestures to one of the boxy leather sofas in the living room. “Have a seat, relax. The coffee will only be a minute. I promise the furniture is more comfortable than it looks.”

“I find that hard to—oh. Okay, colour me impressed.”

“Form without function is unappealing,” Pepper proclaims, as she scoops grounds into the filter and fills the reservoir with water. Tony has pressured her, on multiple occasions, to buy a fancier coffeemaker, but it’s the one tech obsession that she’s refused to submit to.

She flicks the switch to start it percolating, and then walks back into the living room to find Phil halfway between a comfortable sprawl and a respectful seat on the couch, his jacket discarded on an armchair, leaving him in the waistcoat and shirtsleeves. He points at the painting hanging over the couch. “Is this an original Pollock?”

“Yes, though technically it isn’t mine. I liberated it from Tony’s collection before he had a chance to sell it off to the Boy Scouts.” She shudders. “That was a bad time.”

“Does that count as art theft?” Phil wonders.

“Technically? Yes. Will Tony ever prosecute? No,” she says, settling next to him. His arm is propped up on the back of the couch, and she purposefully sits close enough to fit beneath its span.

“He wants to keep you around,” he observes. “I can’t blame him.”

The coffee makes a hissing noise in the kitchen. Pepper bites her lip. “Phil—,” she starts.

He exhales, and says, “Ms. Potts, may I…?”

She turns in towards him, and kisses him, not on the cheek like they’ve always done, but landing directly on his mouth, framing his lower lip, sliding her hand over the waistcoat to steady herself. His reaction is immediate, the hand he had on the back of the couch folding in to cradle the back of her head, his mouth relaxing against hers, allowing her entrance.

Warmth uncurls in her, starting in her belly and working outwards, and she presses her fingers up into his hair and hums against his mouth.

After a long, long moment, he pulls away.

“So I have to confess that this wasn’t part of the plan,” he says, a little breathless, and Pepper sits back slightly to look at him.

“How was this not part of the plan?” she demands. “You asked me out. You brought me to Beethoven.”

“And I expected you to brush me off!” he says, and dear god, his ears are turning pink. “If not the first time, then after a few times, I just—I thought I needed to get you out of my system.” Then he winces. “Crap. That came out entirely wrong.”

Pepper raises an eyebrow, but out of long practice doesn’t take immediate offence. “Was there a right way for that to come out?”

He makes a face. “My logic was…flawed,” he tries again. “But can you blame me? You are, by general standards, way out of my league.”

“I’m really not,” Pepper says, frowning.

He continues like he hasn’t heard her, his eyes focussed somewhere over her shoulder. “But then you kept saying yes, and kept being amazing, and then we blackmailed the most powerful organisation in the world together and I’m kind of at the point where I’m wondering whether you count as an addiction or not.”

His hands are still big on her waist and neck, pinky fingers spread across her hips and along her shoulder while his thumbs stroked back and forth distractingly over her skin.

“Phil,” she says gently. “Have you not been aware of how the entirety of the SHIELD staff admire and adore you, and how you are basically a ridiculous catch by almost all standards?”

“I don’t know,” he says absently, “We live by awfully skewed standards these days.”

“True,” she agrees. “But my point still stands.”

He looks at her. “You’re really—?”

“I have gone on many fake dates,” she says, meeting his gaze head on. “But I haven’t gone on any with you.”

He lets out a breath, and the hand on her hip slides across the small of her back so that he pulls her towards him on the couch, and she goes languidly, allowing it, straddling his legs with hers, the expensive fabric of her dress rucking up.

“I feel like I should offer you state secrets,” he says, “Or maybe a Picasso.”

“You’ve already made me privy to state secrets, Mr. Bond,” she replies, feeling cheeky. “And I don’t collect art for appeasement. I do, however, want to be told if you or any other member of SHIELD or the Avengers are considering turning to supervillainy. I want my portfolio squared away in that case.”

“Done and done,” Phil answers. “Though god help us if supervillainy ever comes up in the cards.”

“If it’s you, I’d be happy to change sides. We could probably come up with a decent plan for world domination over a working lunch.”

“My only insistence would be that we avoid capes, I don’t find them flattering.”

“I think I could maybe pull one off.”

“Yes,” he murmurs, “I think you could.” He finally lets one hand rest on her thigh, and she shivers, shifts closer on his lap.

He swallows heavily and looks at her, eyes dark. “Pepper, are you sure?”

She smiles at him, and it feels bright on her face. “Give both me and yourself some credit, Phil. I am absolutely sure.”


They find the coffee burned and undrinkable the next morning, but neither of them mind.


Natasha, inevitably, is hanging out at Ian’s desk when Pepper comes in to work the next day. Pepper is fairly sure that it is physically impossible for her to suppress the glow she’d observed in the bathroom mirror this morning, so she doesn’t bother trying. “Good morning,” she says, as neutrally as possible.

“Oh man,” Ian says.

“In the immortal words of Clint, daaamn,” Natasha says dryly.

“Hush, the both of you,” Pepper says.

“Mr. Stark called, wanting to know if he should start drawing up plans on how to defend himself against, and I quote, ‘The combined terrifying powers of Pepperpot and Supernanny’,” Ian notes. “I told him he probably shouldn’t bother starting things he’s doomed to fail at.”

“Remind me to give you a raise,” Pepper says.

Natasha grins. Pepper gives her a look. “Shouldn’t you be saving the world or something?”

“Oh, sorry,” she replies knowingly, pushing off of Ian’s desk and heading for the elevator. “I thought you and Coulson had that covered.”

“Don’t be ridiculous,” Pepper says, but she finds that she’s smiling too. She thinks of Phil in his work suit, raising a glass of Malbec and watching her with warm eyes. “We’re just keeping things tidy.”