Disclaimer: I do not own Iron Man: Armored Adventures.

I only played with the characters a bit.


Burning heat surrounded her.

She feared she would fall into a pile of ash.

"Hello Pepper…."

Pepper Potts jerked awake suddenly gasping and panting as if she had just run a marathon. She placed a shaking hand on her brow to wipe away the cold sweat. She was still in her room, in her bed, and in her pajamas.

"A dream…" She panted. "It was…a dream…stop…stop thinking about it…" She said to herself in a harsh whisper.

She rolled over in bed and directed her tired gaze to her bedroom clock.

2:00 a.m.


"Like I can fall asleep now…" She groaned and flopped back down on her bed.


Tony walked into class feeling mildly cheerful, he had worked on the suit's features and had new inventions to test after school. This was always fun, especially because Pepper usually bounced of walls begging him for a chance try them out. He would usually say no the first few times: it was so fun to tease her.

His cheerful buzz was severely killed when he realized he had indeed walked into class late for what seemed like the twentieth time this year, he got a detention.

He took his seat next to Pepper, sulking. After that got him nowhere, he turned to the red-head, fully intending to brag about his new scanning tech and voice control system. Though upon closer inspection he realized she was sleeping! He gently nudged her with his elbow to get her attention, but to his horror she didn't wake up or turn to him but began to tip over.

She would have fallen out of her seat entirely if it weren't for the fact that he had quickly grabbed her around the waist and pulled her towards him. Instead she fell into his chest with her right cheek pressed softly against his shoulder.

He felt her warm breath upon his neck, the corner of her mouth barely grazed his collar bone.

Was it getting hotter in here?

Pepper chose this moment to stir and looked up at him dazed and bleary-eyed. "T-Tony…?" She said in a sort of breathy voice that he assumed was a left-over from her nap.

"Wha-what are you doing?" She questioned in alarm, noticing the fact that she was wrapped in his arms. Her eyes were wide and her face was bright pink.

For whatever reason, he was very much dumbstruck.

"I…uh…um…" He managed clumsily. "Sl-sleep! You were asleep!" He finally announced loudly, forgetting where he was

"Mr. Stark and Ms. Potts, what exactly do you think you're doing?!" The teacher cried in horror as she witnessed he and Pepper's intertwined state.

Pepper separated from him faster than a magnet after it's been forced together with its polar.

"Sorry; I fell asleep. Tony was just trying to wake me up." Pepper announced bravely, her cheeks darkening with embarrassment as her fellow classmates snickered at her.

"You were sleeping in my class?! Pepper I'm disappointed in you! You are normally a better student than this! I'm going to have to give you detention." The teacher declared.

Pepper nodded and bowed her head, avoiding eye contact with him for the rest of the period.

He frowned at this and wondered why he was disappointed that she had pulled away from his hold.


Tony didn't get to talk to Pepper again until his free period.

He walked up to the roof with renewed excitement, desperately wanting to tell somebody about his new projects. Rhodey had fallen ill with a minor cold which the doctor suggested was stress related. Tony felt partially guilty for being one the major causes of Rhodey's stress; so he had decided not to bother him until Rhodey was healthy again.

This was harder than it sounded because, well, he just plain loved showing off.

And showing off for Pepper, who would properly appreciate his genius, was even more appealing to him.

He burst through the door with gusto, only to find…

…Pepper asleep on the roof.

"Seriously?!" He cried in exasperation. He stomped over to where Pepper lay, curled in a corner of the roof, and sat down next to her.

He wasn't mean enough to wake her up, when she clearly didn't get enough sleep last night. Why was she so tired, he couldn't help but wonder. She was normally so full of energy that she was bouncing off walls.

"Nnnn…" She jerked and groaned. Tony reached over and rubbed her back gently; he had no idea why, it just seemed right.

She settled into a peaceful slumber again. He snickered; he wasn't used to seeing her so…relaxed. He had to admit she looked cute; curled up in a little ball, sleeping the day away.


Familiar cool.

She is chilled in a good way.

She hugs the cold metal tight, never wanting to let go.

The red and gold was beautiful before her eyes.

Behind her she felt the fire pricking at her back.


She jerked again more violently this time and her demeanor contorted into a grimace. "Nnn…nnn!" She groaned fitfully. He frowned and tried to rub her back again, this time she arched away from his touch as if he was hurting her. She was pale, white as a sheet, and she began shaking and turning her head fitfully from side to side.

He decided he didn't like this anymore and refused to sit by and do nothing. He shook her shoulder gently and called her name.

"Pepper…Pepper, come on wake up." He insisted.

She continued to twitch and moan and it began to frighten Tony. "Pepper! Wake up!" He called giving her a particularly rough shove.


A cry.

An explosion.

No more cool, red metal.

There is only the small sea of warm red liquid, she feels like she's drowning in it.


"N-NO!" She cried out and suddenly jerked upward, eyes wide, nearly smacking her head against his.

Tony fell backwards in surprise, and stared at her in bewilderment.

She looked around wild eyed for a second before her eyes settled upon him.

"Oh…hi…Tony." She acknowledged, her face turning a bright scarlet. "I guess I fell asleep."

"Yeah kinda…what were you dreaming about?" He couldn't help but notice how she suddenly went a shade paler.

"Nothing…I don't even remember my dream." She was quick to assure.

He was more than slightly hurt that she didn't trust him with the truth, but he didn't want to push her if she didn't want to tell him.

"Whatever…well guess what? I've been working on something new…you wanna check it out?" He asked with a sly smile, knowing that this would catch her interest, no matter what she was feeling at the moment.

As he predicted, her entire face lit up with excitement.

"Of course I do! Oh my gosh, what is it; a new weapon? I thought Rhodey told you to cut down on the weapons. Is it something else? Like some sort of shield? You totally need one of those. Heck we all need a few of those! Have you noticed how much crime there's been lately? It's like a curse! I bet it's because Team Iron Man has been stepping up its game so the bad guys are coming out to test their luck! Well when they meet us they won't even know what hit 'em!" She rambled in excitement.

"Okay Pepper, less words." He said with a laugh at her renewed energy, though when he looked closely he could see the slight bruising under her eyes which signified a lack of sleep. What on earth was keeping her up? What was she dreaming?

"So we're going right to the lab after school then? Or do I have to wait until Rhodey gets better?" She didn't look happy at the prospect.

"No we can go right to the lab…wait…crap! I have detention right after school…" He said looking downtrodden.

"Wah! I do too! I totally forgot!" She whined. "Why? I wanna see the suit now!"

He chuckled. "Don't worry, Team Iron Man can wait. We have detention to attend to." With almost perfect timing, the bell rang signifying the end of the period.

He slung his arm around Pepper's shoulders and pulled her along as he walked towards the stairs. "Don't want to be late for another nap, now do you?" He joked.

She glared at him. "Okay, laugh all you want, but know that next time you lose sleep over crime work that I will be there to wake you up."

He smirked in response. "I look forward to it."

He pulled her closer so they could both squeeze through the doorway leading down the stairs to the main school hallway.

He didn't notice the way Pepper turned as red as her hair or the way she snuggled closer to him, he was too busy wondering why she smelled so good.


Detention sucks.

Let no one tell you different.

You had to sit in an old fashioned desk and do nothing for an entire hour! You're not even allowed to read! How stupid is that? They are trying to torture kids with boredom…and the sad thing is that it's working!

Tony had sat through fifty minutes and was only now starting to go stir crazy. How could anyone just sit and do nothing!?

He looked over to Pepper and at this point in the day was unsurprised to find that she was asleep once again. Her head was laid down on the desk and her arms wrapped around, partially hiding her face. He rolled his eyes; she hadn't gotten the chance to sleep since their free period on the roof. He saw that she was beginning to nod off at the beginning of their detention hour so he assumed that she wasn't far from another nap and wasn't disappointed.

As he watched, he saw her relaxed, sleeping face quickly contort into a pained grimace. "N-no…please…" She mumbled. He saw her fingers twitching on the desk, moving as though grasping for something that wasn't there.


Lights everywhere.

It was blinding.

Fire encased her slender neck, she was choking.

The light was killing her.

She tried to grab at it but only succeeded in burning her hands.

She tried to call for someone, but no one could hear…. no one would listen.


He glanced around the room and made sure the teacher wasn't paying attention before reaching over and shaking her lightly.

"Pepper, wake up." He whispered quietly.

"…no…" She mumbled in her sleep. She began trembling like she had earlier and he shook her again.

She turned her head and he saw that tears were spilling from her eyes. "Please…!" She whimpered.


She was blind and breathless as a newborn, but she still knew that he held more than her own life in his hands.

He would show no mercy.


His eyes went wide as saucers.

Why was she crying?! His hand instinctually went to her cheek to wipe away the tears. "Pepper, come on."

Her head lifted from the desk and she leaned her cheek into the warmth of his hand as his thumb brushed away a tear. Her eyes fluttered open and she looked at him in a tired daze.

"Tony…?" She mumbled sleepily.

"Yeah, you okay? Bad dream?" Okay he took advantage of her sleepy state a bit, but if waking Pepper up from napping was going to become a regular occurrence, he sure as hell was going to find out what was making her cry.

"Yeah…" She said sleepily, while rubbing her eyes. "He…won't leave me alone…" She mumbled before she yawned.

"Who?" He questioned.

Pepper stayed silent for a moment, and then she looked around as if seeing the room for the first time.

"Who?" He tried again insistently.

"Uh…nothing. Don't worry about me; just a dream."

How could he not? This time he wasn't about to let it go.

"Just a dream? Pepper you were just crying! Obviously it's more than just a dream." He persisted.

She looked unsure whether or not to answer him. Before she could choose, however, a large hand clamped down on both of their shoulders.

"Having a nice little chat, are we?" they were interrupted by the deep rumbling voice of the detention attendant for the day, aka Sergeant McGuffey, the gym teacher.



He and Pepper burst through the doors sweating and gasping as though they had just battled the devil, which Tony would have preferred.

Instead they had to deal with the hellish forces of an angry P.E. teacher.

"My stomach hurts!" Pepper moaned. "I did so many sit-ups that I almost threw up! I bet he would have liked it if I did too." She cried clutching her abdomen.

"At least you didn't have to do chin-ups! I think my arms are gonna fall off! I can't even feel my shoulders!" He countered as his arms hung limply at his sides. "It hurts to move them!" he groaned.

The Sergeant had required that Tony do sixty chin-ups, on the wooden door frame of the detention room no less; and he would let them both go free without giving them detention for the next week. Pepper had to do sit-ups until Tony was finished, considering he had the more physically demanding of the work outs.

They both managed to stumble their way home to Tony and Rhodey's before collapsing on the cold metal floor of the lab.

"Uhhhnn…I think I'd rather fight the Crimson Dynamo again…" Tony groaned.

Pepper lay down in the control chair that Rhodey usually occupied. "I'm tiiiired."She whined while curling up and closing her eyes. "Show me your new stuff another day." She said before yawning.

"Man I don't think I can even move my arms if I wanted to show you." He lifted his shirt off and plugged his chest device in its battery. "All that work nearly wore my monitor down after only one day! Normally I can go three days without charging it. That nut job really was trying to kill me!"

There was no response from Pepper, he looked over and was unsurprised to find her fast asleep once again.

He suddenly got an idea and stalked over to where the monitoring system lay in a corner. They were the original life support systems for the suit that he had gutted and updated, they still worked fine; he had just made the new version more efficient. He began wiring them up to the new scanning system on the gloves of his suit.

After ten minutes of work or so they were ready to test. He pointed the glove at the pigeons hiding in the rafters of the ware house first. When it didn't shoot lasers or anything and the pigeons were perfectly fine, he pointed it at himself, the scanner passed over him without further mishap. He turned around and read his vital signs that appeared on the screen of the monitor.

He smirked, it worked perfectly, and his genius was once again reaffirmed.

He passed it over Pepper and looked at her vital signs. By the looks of her brain activity and heart rate she was indeed dreaming, but it was only light stuff; nothing compared to the fitful dreaming he had seen earlier. So he sat and waited patiently, watching her all the way.

He once again couldn't help but notice how adorable she looked curled up on his control chair. He almost had to fight the urge to slip in the chair with her…

His eyes widened and he turned pink. Where the hell had that come from? What was he thinking? This was Pepper here, she wasn't just some chick.

…but that's kinda what he liked about her.

Before he could think anymore on that subject, there was a loud beep from the scanner. He turned his attention to that was surprised to find that her heart rate had spiked almost ten-fold and her breathing rate increased. Her brain activity was also increased drastically…he was no doctor…but something looked a little bit off about her brain waves. He looked back at Pepper and saw that same pained grimace on her face as she twitched and jerked about.


A crushing force was upon her, forcing air and a cry out of her lungs.

Molten red liquid ran slowly down sharp claws to drip onto her cheek.

She struggled helplessly as he leaned down close to her face, hissing horrible and obscene things in her ear.

She tried desperately to close her eyes, to be somewhere else, to be someone else.

She tried to surround herself with the familiar cool, and the familiar warmth beneath it that only she knew about.

'That doesn't work here, darling' He hissed.


"Nnn…help…" She whimpered. He leaned closer, trying to decipher some of her groaned and mumbled words.

She jerked and twisted suddenly and rolled off the side of the chair, and on top on him. He yelped and caught her so she didn't hit her head, but he was less fortunate.

He let loose a string of obscenities that would rival the most weathered sailor and groaned. "Shit, that hurt."

He looked at Pepper who now lay across his bare chest as her eyes fluttered open.


She awoke to the sound of Tony yelling inappropriate words and a feeling of warmth surrounding her. Pepper opened her eyes to see Tony staring back at her, a dry look on his face.

"I feel like I've been waking up to your face a lot lately." She observed mildly.

"That's because it's the fourth time today, Pepper!" He glared. "And the second time you've fallen on me."

Her eyes widened at this and she looked around; she was indeed lying on him and as if that wasn't embarrassing enough, he wasn't wearing a shirt. Their legs were tangled and his arms were swathed carelessly around her waist.

She tried to think clearly, really she did, but how could she possibly think when there were only three layers of clothing separating his skin from hers; her dress, her under shirt, and her bra. She blushed bright red as she became hyper aware of the feel of his body against hers.

She squirmed in Tony's hold, trying to free herself before he noticed her reaction to him. She thought she was free for a moment before he suddenly grabbed her hands, pinned them to her sides, and tightened his grip around her waist trapping her against him. She yelped and tried to kick herself free

"Oh no you don't." He announced.

Suddenly the world span and Tony was on top of her, using his size to his advantage and pinning her down. He straddled her and used his own legs to hold hers down and with his hands, he pinned her wrists above her head. She yelled and bucked and twisted, desperately trying to free herself, but it was no use.

Pepper felt dizzy. What was he going to do with her? She was powerless in this situation.

"I'm not letting you go until you tell me what you're dreaming about and why you haven't been sleeping." He said seriously.


She blushed, that's what she gets for thinking dirty things.

"I don't remember." She lied; she couldn't tell him the truth.

"Bullshit and I'm not moving until you do remember." He said with finality.

They sat in awkward silence for a moment.

"Okay, I dreamed that I was being chased…by Happy." She lied again, making sure to avoid his eye contact.

"Happy…Happy Hogan?" He said skeptically.

"Yeah…you know how annoying he can be? It's pretty bad you know." She insisted.

"Then why were you crying?" He asked softly.

That stumped her. "Uhh…"

"Pepper come on! I'm worried about you! How can I help if you won't tell me what's wrong?" She heard the hurt in his voice and looked up at him in surprise. He looked genuinely concerned and she felt bad about lying now.

"I'm embarrassed about it…" Pepper mumbled looking away.

Tony said nothing but gave her an encouraging look, releasing his grip on her wrists. Once she was free, she quickly wrapped her arms around herself in a self-conscious gesture.

"I'm…not as brave as you…"