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Hushed and whispered voices broken by the soft shifting of bodies wakes Rhodey. Even exhausted he’s a light sleeper. It wasn’t how he always used to be but it became a requirement a long time ago. Normally two people sharing his bed and disturbing him in the dark hours of morning would be an alarming irritant except that the night before he had insisted on bringing Tony and Pep back to his place.

It was a decision made mostly because their home had been blown into the Pacific and a little bit because he wanted to make sure they were safe. A part of him couldn’t help but worry there was still a chance something would go bad. Real bad. Like Pepper going hot, like those other Extremis thugs, before Tony got a chance to figure it all out. Rhodey doesn’t know what he’d be able to do if that happened but it was good to know they were within reach. Made him feel like he could protect them.

“Shh, baby,” Tony’s sleepy voice makes Rhodey look over at the two. None of them were under the sheets. All still wearing the clothes they had been in despite the blood and ripped fabric. Pepper has her back to Rhodey, face to face with Tony. He can’t see Tony except for his hand running slowly up and down her arm. A cool blue glow between them illuminating space but making nothing clear. “Now it’s you who can’t sleep, huh?”

Pepper grips at Tony, pulling herself closer to him. “Tony…” she says so softly that it almost gets lost in the sounds of Rhodey’s own breathing. She’s running her hand along Tony’s face, down his side and over his hip. She moves as if she can’t quite lie still. “It’s so warm and I feel- I feel…”

She’s kissing him and Rhodey blinks, thinking he should give them their moment. They’ve been through a lot. He looks up at the ceiling then closes his eyes again. He still hears them, unable to give them that privacy. The rustling of their movements and the gentle smacks of their lips in the still darkness.

“Pepper,” Tony says in an exhale of a breath. It sounds part warning and part refusal. Pepper shifts again and there’s the unmistakable sound of a zipper. Rhodey’s eyebrows shoot up even as he scrunches his eyes closed tighter to keep from peeking.

“Tony, please,” she whines in a whisper. “I’m so warm.”

“You feel fine.”

“That’s not what I mean,” she’s out of breath. The bed moves as she leans away from Tony with the shuffle of more hands moving against clothing. The warm sounds of kissing breaks the sudden silence until a muffled moan escapes Pepper and suddenly there was no mistaking what was happening on the bed beside him.

Tony shushes her, “You’re going to wake Rhodey.”

Falling onto her back, Pepper says, “I don’t care.”

Rhodey cracks an eye open at his name and sees Pepper close on the bed next to him but not touching, and holding Tony’s hand against her. His fingers and palm separated from flesh by the fabric of her dark pants. Tony’s barely leaning above her. Just enough to reach her lips with his. She seems to melt into his kiss, her body relaxing into the mattress and eyes closing. It’s a wave of slow, deep kisses. Pepper finally stills and focuses on Tony. Rhodey wonders, with a mixture of curiosity and panic, if he’s going to sit there and let them continue. He could easily roll over and scare them into stopping. If they could be scared into stopping. Sometimes Rhodey was sure Tony had no shame but Pepper… she was another story. She likes to keep her secrets.

Tony leaves Pepper’s mouth and his face disappears on the far side of her neck where Rhodey can’t see even though he’s sure Tony’s pressing lips to the skin he finds. It’s enough to make Rhodey lick his own suddenly dry lips.

“Tony,” Pepper breathes. He moves his hand against her, fingers teasing between her legs. She leans, just enough to be noticeable, into his touch which reveals the curve of her slim back. Rhodey feels guilty when his body starts to respond to what he’s watching. He’s openly spying on them now. His eyes locked onto their display. He’s become a voyeur and this was new.

She’s flushed and receptive under Tony’s touch. Tipping her head back as she opens her lips and Rhodey wonders why Tony doesn’t kiss her again. He’s too busy on the other side of her. His face hidden in the shadows and strands of her strawberry blonde hair. She reacts to something with the smallest of gasps and Rhodey realizes Tony is whispering into her ear so quietly, the words are just for her. Rhodey strains his ears, wanting to feel those words too. He wonders if they’re reassuring and loving or if they’re dirty secrets only Pepper gets to know. Rhodey wants to know those secrets.

He no longer feels the guilt of his trespass, only the heat running through him and desire he’s often stuffed away to be ignored. His attention catches on the easy lines of Pepper’s stomach and Tony’s hand disappearing into her pants. Tony’s arm flexes as his fingers slide against her and inside her. Pepper’s quiet but she grips the sheets beside her and rotates her hips to grind against the palm pressed against her nub.

Rhodey can’t help himself, he looks up to see what kind of expression is on her face. Wanting to know what Tony’s touch brings across her features. Moments only Tony gets to see. He stills when he finds Pepper watching him right back. Her eyes are still bright in the darkness and they burn with an intensity that Rhodey isn’t sure is natural. It takes an instant before the panic sets in. His own eyes go wide and his mouth works soundlessly. The apologies and excuses failing on his tongue.

Pepper smiles warmly. Welcoming. She says nothing and reaches a hand toward Rhodey but lets it fall before it touches his cheek. Tony remains oblivious to this interaction and his attentions pull a groan from Pepper. “Jim,” she follows it up with and Rhodey’s breath catches, their eyes locked.

“Yeah, Pep. Quiet or you’ll wake--” Tony raises his head, “Oh.” His hand slips out from inside Pepper’s pants and he has the awareness to look embarrassed. “It’s not-- It’s not what it loo--”

“He’s been watching,” Pepper interrupts. She squirms as if upset at the loss of Tony’s touch but doesn’t break her eyes away from Rhodey.


Rhodey shifts to his side, leaning up on one elbow and dropping his other arm over his crotch to hide the evidence. “Wait. No, I wasn’t.” He frowns and wonders who’s dumb idea it was to have them all crash on his one bed. If his couch didn’t wreck his back he would have been the good host and taken it.

“It’s okay,” Pepper says, her voice low and breathless.

Tony hesitates, his surprise at her words reflects Rhodey’s own. “It is?” Tony leans in close to her and there’s something in their silent exchange that Rhodey doesn’t catch because after a pause she nods and takes his hand in hers again, directing it back between her thighs.

Rhodey is lost. His head is spinning as Tony lets her and she presses her head back into the pillow and sighs. She turns her sight on Rhodey again and bites her bottom lip like she‘s tasting him. Tony follows her eyes and there’s no more embarrassment on his face. Rhodey knows Tony probably hadn’t been, but acted so on Pepper’s behalf. Instead, Tony looks far more engaged than he had before.

“Hold up,” Rhodey raises a hand, trying to ignore the part of him that doesn’t want to question this and dive right in. “If you two are gonna -- I’ll just go sleep on the couch. How about that?” He moves to leave but Pepper grabs his hand and her grip is unusually strong for her thin fingers.

“No,” she says.

Pepper’s fingers trace over the back of Rhodey’s hand and he gets goose bumps up his arm. “If you want to.” She reaches for him and brushes knuckles against his jaw, her hand urging him toward her. Rhodey glances at Tony and it must be obvious on his face because Tony smiles something between reassuring and flirty. Rhodey’s reaction must have given him away because Tony’s weasels it’s way into Pepper’s pants again, making her give him a pleased glance.

Rhodey finds himself pulled in by them and their warmth. Their hunger. He sees it in both their eyes and it sends his heart thumping. It’s a thundering pulse in his head and before he realizes Pepper has him in a kiss and she’s soft yet firm and strong under his lips. She’s insistent and Rhodey lets her lead, taking him with her. It’s a quiet intensity about her and he’s riding the current as she explores him. Her tongue is a smooth, hungry glide across his lips, testing where she’s most wanted.

Their kiss ends with Pepper gasping as Tony does something especially pleasant with his fingers. She sighs with a half smile on her face and arcs her body into it. Rhodey feels drunk when he looks up at the dazed expression on Tony’s face, who had been watching them kiss. Tony’s mouth is open slightly as if trying to taste what that kiss had been. Tony’s brown eyes found his and Rhodey’s cheeks burned from the unguarded heat in Tony’s stare.

“This is unexpected,” Tony says.


“No, not weird.”

Pepper laughs. Tony leans forward. Rhodey kisses him above her.

Tony’s attentions get divided between pleasing Pepper and the new sensation of Rhodey’s mouth. His lips are drier than Pepper’s but almost as soft. He’s open and teasing. Less demanding. Tony’s beard prickles at the top of Rhodey’s lip and he’s wrapping a hand around the back of Tony’s skull to delve deeper. He’s always wanted to know what Tony’s tongue sliding against his own felt like.

Tony’s making needy noises into his mouth and Rhodey’s finding it hard not to pull him closer and press into him. His body whirls in a flood of lust . Then Pepper’s pulling at them, hard enough that it brings Rhodey to the bed beside her.

“Me, please,” she says with an urgency like she’s sure she’s going to meltdown if they don’t pay attention to her. Tony comes in close and apologizes with a wicked smile on his face. She doesn’t pay much mind to it though and pushes him away. Down. Almost desperately. She’s warm but not hot, still Rhodey worries for a moment if the heat in her eyes isn’t Extremis related. But then she’s kissing him again and it’s hard to worry about anything.

She’s lifting off the bed and Tony’s pulling down at her pants. They make out slowly until she closes her lips and stares into Rhodey’s eyes. He doesn’t look away, just listens to her breaths and the noises of Tony fingering and licking her. He’s dizzy but there’s something in Pepper’s look that stabilizes and anchors him there.

“Rhodey,” her body arcs into Tony. “God, Rhodey, I’m so glad you’re here.” She grips his shirt and arms tightly as her breath catches. She’s close and Tony’s letting her ride it out. “Rhodey,” she repeats and there’s a tear falling from her eye and down her temple, shining in the dim light. Rhodey’s heart snaps at the emotion and he leans down to kiss her. He pets the side of her face and into her hair. Pulls her close to feel the warmth and she latches onto him.

“Pep --” He doesn’t know what to say. That he’s always been here. He’ll always be here. That she’s safe but reminding her she so nearly wasn’t made him cringe mentally. He settles for saying her name again as lovingly as he can. It’s hard to put everything you feel into a single word but Rhodey tries. He kisses her with the same level of need and feeling. Moans are swallowed by his lips as she comes apart against them both.

She comes down breathing hard against Rhodey’s lips and he kisses her again. Pepper’s nails scrape against the back of his neck, her breasts pressed into his chest. Tony’s crawling up her body, chuckling and kissing along her ribs, pulling her bra up as he goes. She lets him take it off and pale breasts come free, and Tony places a light kiss to her collarbone. Tony’s own shirt is gone, discarded in the moments Rhodey wasn’t paying attention. His arc reactor’s unfiltered glow is bright and almost intrusive amongst the grays and shadows of the room. He’s bruised in places and red gashes he had little time to clean were dark lines across his skin.

“Everything good?” he asks.

Pepper’s running fingers through Tony’s hair while holding Rhodey close with her other hand. She’s still catching up with herself but she’s recovering fast and her light eyes are thirsting for more.

In lieu of an answer Tony’s eyes skim over Pepper and then up Rhodey’s body. “C’mere c’mere,” he beckons. Tony checks Pepper again to make sure she’s satisfied for the moment then tugs at Rhodey’s shirt. Face to face, Rhodey’s lips twitch into a small smile because he’s nervous and hell if he‘d admit it. All the things he wants to say and all the things he’s never done and here he is. Tony curls his fingers into the bottom of Rhodey’s shirt and leans toward him. “I said, c’mere.”

Tony kisses him with an urgency that wasn’t there before, and his lips are full and wet this time. Rhodey tastes Pepper on them and he let‘s out a desperate noise in response to the sweetness of it. He loses track of the motions or who did what. He only knows he can’t stop touching and tasting. His shirt is tossed in a hurry and their bodies collide and press together. Tony’s cooler than Pepper is but not as soft, far more rough lines. Rhodey is careful not to press too hard or too rough over bruised sections of flesh but he runs hands wherever he’s allowed. Tony ends up on top of him, sighing and tilting his head back as Rhodey mouths his neck. He’s groping Rhodey, making him rut against Tony’s hand and thigh like he doesn’t care how shameless he looks.

Then Pepper’s there kissing Tony and making Tony whine in his throat. It distracts Rhodey, who finds himself transfixed by them and their complete need for each other. Pepper nips at his bottom lip and even catches a cut in the skin but despite Tony’s flinch they continue as if it only made it more enjoyable. When they separate Tony’s eyes are heavy and he’s grinding slowly against Rhodey’s hip, his hard on pressing insistently against him. Pepper licks her kiss abused lips and runs a hand down Tony’s chest to where his body comes into contact with Rhodey’s, and she continues on over Rhodey’s skin.

Tony pulls her down, urging her close to Rhodey. “Kiss him again, babe,” he says with a heat in his voice that Rhodey has never heard before and it’s intoxicating, these new things.

Pepper laughs and Rhodey smiles. He hadn’t been quite sure how welcome he was until the request and Pepper leans close enough to breathe in the same air as Rhodey. He reaches for her, tangling his hand into her hair, and brings her down to him. Tony watches as their lips meet then tongues slide against the other. It’s a small show they put on and Rhodey feels Tony’s dick twitch in approval against him.

Tony moves down Rhodey’s body with his mouth and tickles along Rhodey’s sides with his hands, making Rhodey jump. Tony takes the opportunity to pull at his pants, jerking them down over his hips. Rhodey grunts at Tony’s eagerness, always so impatient, but before he can say anything about it Pepper licks at his earlobe and smoothes a hand over his chest to play with a dark nipple.

“Pep,” Rhodey gasps as she straddles his waist. Soft wiry hairs between her legs tickle his skin and he feels the wet heat of her arousal. His hands instinctively go to her thighs, fingers pressing into her and flexing. Pepper’s hands are roaming his chest and shoulders as she maps out his muscles and curves. She leans over him, her body flush against his and they kiss. It’s sensual and slow. It’s something like the way she kissed Tony before they knew he was watching.

“Look at you two. I should be jealous,” Tony says from behind Pepper. “But I’m not sure who I should be more jealous of.” Pepper’s thin red lips curve into an amused smile against Rhodey’s and they both roll their eyes and laugh quietly.

Then Rhodey’s brain shorts out and a groan is pulled from him as Tony runs a tongue along the length of him. Tony begins exploring as if he knows they’re conspiring against him and the only way to stop it is to make Rhodey come inside his mouth. Rhodey tries to keep Pepper in focus but his eyes roll back into his head. Tony’s wringing curses out of him, slow and enthusiastic, like Rhodey’s a goddamn lollipop.

As suddenly as he began though, Tony stops, and Rhodey rumbles grumpily at the loss. “C’mon, man. C’mon,” his voice is way too close to begging but Rhodey doesn’t care. Tony’s mouth was like the rush he got when he found that perfect sky where the horizon was nothing but blue where he was sure the world went on forever and he’d never have come down.

Rhodey begins to sit up but Pepper pushes him back down with a strength that surprises him. Even makes him grunt at the force. She’s sitting up, still straddling him, her body thin and open to his questioning look. She’s got Tony pressed to her back, his face buried against her nape and nipping at the spot where jaw meets neck. Rhodey’s hands smooth up her legs even as Tony’s roam down her stomach, enclosing her in his arms.

Pepper’s ass teased against Rhodey before Tony’s own naked hard on pressed against her and Rhodey. Rhodey’s leaking and sandwiched between their bodies and suddenly miserable in only the best way.

“You two are a nightmare,” Rhodey groans even as his hips push up against their bodies straddling him.

“I hope so,” Tony laughs.

But they ease off and kiss while they give Rhodey a moment to compose himself. He pinches at the base of his dick and watches them, not entirely sure he’s gonna be much use to either of them if they keep on.

Tony’s playing slowly with Pepper’s clit and she’s rocking against him, her eyes closed and mouth a small ‘o’. She’s hunting her next orgasm and Tony’s laying the trail. Then her eyes open and she fixes Rhodey with a gaze that sends a wave of lust through his body. He runs a hand up her body, between her breasts and to her neck as she settles over him and he sinks in between her legs.

Her head falls back against Tony and she rocks her hips. Rhodey gasps and pulls her hips tight against him, like he could go deeper but there was nothing left. He’s afraid for an instant that his grip is too rough but she moves against him like she doesn’t mind and brings her head back up to watch him. She’s hot, her skin feeling almost feverish to the touch and Rhodey catches the flicker of glowing embers in her eyes.

“Pep?,” he’s concerned.

She shakes her head and looks at Tony, who’s face appears protectively worried, but she kisses him and keeps grinding against them both.

“He feel good?” Tony distracts with quiet words into her ear but not so quiet that Rhodey couldn’t hear. Tony’s still rubbing against her clit and folds, his fingers stroking across where Rhodey and Pepper were connected. Pepper nods because she’s too breathless to speak and it prompts Rhodey to grind his hips up into her. Her moan is like a victory cheer to Rhodey’s senses. “I’ve always wanted to see his face when you rode him ‘til he couldn’t take it anymore.”

Rhodey‘s hips buck out of time and he almost loses it. “Shit,” he hisses, the word extends out into a moan.

Both of Pepper’s breasts bounce hypnotically with the rocking of her body until Tony cups one and plays with a sensitive rosy nipple, trying to antagonize Rhodey into breaking first. Tony’s watching Rhodey as intently as Pepper is and it’s too much, the both of them, and suddenly Rhodey does lose it.

His shout gets stuck in his throat and nothing but groans get through. Pepper puts a steadying hand on his chest and continues to move against him. She keeps her eyes on him as he rolls through his orgasm and she moves faster, searching for her own release and with Tony’s help soon joins Rhodey in falling over the edge. He feels her spasm around him and finally her eyes slide shut and Rhodey pulls her down to sloppily kiss her, swallowing her soft moans.

Pepper mewls, continuing to slide her body along Rhodey and he twitches from over sensitivity. His hard-on slowly receding, he moves to gently lift her off of him. As he slips out she makes a disappointed noise and he wants to kiss her again just for that.

Tony’s running a hand along her back in large circles, watching them both from above with his other hand slowly jerking himself. He’s gone unattended, his breath ragged and dick making his fingers slick. Rhodey’s body is too limp to do anything but ogle Tony and Pepper looks over her shoulder at her boyfriend and makes a noise like Tony’s a delicious piece of cake she’s just bitten into.

Tony grunts at them and moves closer, using his knees on either side of Rhodey. Pepper falls to Rhodey’s side to give him the room and seems to catch on to what Tony wants faster than Rhodey does as she runs long fingers with delicate nails over Rhodey’s stomach and chest. She begins kissing Rhodey’s jaw until he turns his head and catches her lips with his.

“You two should do this all the time,” Tony says in between strokes. He squeezes at his head and groans long and high.

Rhodey laughs and Pepper pulls at his lip with her teeth. It’s not painful but it’s enough to make him follow her mouth before she releases it. Rhodey growls mockingly at the treatment and runs hands hurriedly over her sides and to her breasts where he lightly pinches. She gasps but continues kissing him playfully.

Out of the corner of his eye, Rhodey watches, as Tony abuses himself, getting off on Pepper’s and his display. Tony’s eyes are dark, almost closed, and his long lashes almost fall against his flushed cheeks. His body tenses before it happens. Like he’s preparing for a blow to strike. Tony isn’t loud like Rhodey thought he’d be but instead gasps and clenches his jaw like for once he can‘t speak. He pulls on himself through his orgasm and spills across Rhodey’s chest. Then Tony’s laughing in an exhausted way and unceremoniously slumps to the bed beside Pepper.

They all three lie there for a few quiet moments filled only with the sound of their heavy breathing. It’s comfortable, strangely enough. Rhodey smiles to himself in the darkness, his eyes adjusting to not having the arc reactor’s light directed at him. Then the cooling puddles on his skin remind him to reach down over the side of the bed where he grabs somebody’s shirt and wipes himself clean.

Tony props his head up on Pepper’s shoulder to look at Rhodey and says, “Sorry about the mess, man.”

Rhodey throws the sullied shirt at him and Pepper whines when it lands on her chest before she immediately tosses it off the bed again. “Really, with you two.”

Pepper speaking immediately sobers Tony’s mood and frowns down at her. “You alright?”

Rhodey remembers her eyes burning with the Extremis heat a few minutes ago. The strong warmth of her skin like she had been losing her hold on what had been done to her and he looks at her with worry as well.

Pepper smiles nervously under their concern before she strokes Tony’s cheek tenderly then Rhodey’s. Her body relaxes into the bed and she throws an arm over her face, shielding her face. “I’m fine. I’m fine. Right now, I’m fine.” She forces out a laugh. “I don’t know what got into me. I just-- I needed that.” She peaks out from under her arm and glances between Tony and Rhodey. “To make it go away.”

Tony leans in close and puts his forehead to hers and kisses her arm. He smiles lightly and lovingly. “Don‘t worry.”

“Yeah, Pep,” Rhodey adds, running a soothing hand through her hair. “You’re fine. You’re more than fine. We’re all here and everything’s gonna be okay.”

She smiles and Tony kisses her lips before settling in next to her. Tony reaches over Pepper for Rhodey to keep him in close and they wall Pepper in between them. Their bodies are warm and sweaty but none of them care for the moment. They’re bruised and exhausted but spent and happy despite it.

Their legs mingle with each other and breaths fall across skin in a way that makes Rhodey feel comfortable. Protected. It’s not long before they all fall asleep like that.