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

I only played with the characters a bit.


"You're wrong about that, but I promise not to laugh, if it makes you feel any better." He gently prompted.

"Okay…well …when you first fought Whiplash…I thought that he was gone for good afterwards…" His eyes widened, of course it was Whiplash.


The boiling heat was pressed against her again.

A whip sparking with electricity.

He flung and snapped it.

It cracked through the air, catching onto the cool metal.

Its only mission to turn the warmth inside the armor as cool and dead as the metal itself.


She continued shakily. "But when he came back…it scared me…and…I can't forget it." He attacked her and nearly killed her dad; no one could get over that so easily.

"Pepper he's gone; you don't have to worry about him anymore." He said consolingly. He pulled her upward into a sitting position and placed his hands on her shoulders. He silently marveled at how small she suddenly seemed. He was able to pin her down easily, she hadn't weighted much when she fell on him, and her waist had seemed so small when he held her.

Normally she seemed so strong and ready for danger, and he had taken it for granted that she was always like that.

"…I didn't tell you something..." she whimpered, wincing as if she expected him to yell at her.

"What?" he grew serious.

"I got a message…after you fought him, when the suit took over…" She reached her shaking hand over for her purse which sat a few feet away. He helped her grab it and handed it to her. She opened the small bag and removed her cell phone she flipped it open and pushed a few buttons before handing it to him.

He took it with a sense of dread and put his ear to the receiver.

"Hello Pepper…" He recognized the cold, almost reptilian voice that echoed out the phone immediately as Whiplash's.

"I missed seeing you last time I was in town. I did run into your friend Iron man, but I'm sure you are aware of that…" Rage built in his chest. How dare that asshole call Pepper, when he clearly just wanted to pick a fight with him.

"I assure you that next time I'm around, I'll stop by and we can relive old times. I missed seeing you cower. See you later…I promise." The voice ended in a sickly sweet hiss, like a cobra luring its prey, before the message cut off and was replaced by the voice of the message robot.

"If you would like to return the call, press six." Tony slammed the phone shut let out an inhuman growl.

"That…that…! I'll kill him! If I ever see his face again I'll—!"

He caught sight of Pepper in the corner of his eye and took a deep breath to calm himself.

"You should have told me." He said shakily.

"Sorry…I didn't want to worry you…" She kept her head down and refused to meet his gaze. That set him off. He was quickly boiling over with rage and he rounded on Pepper before he could stop himself.

"Worry me? It worries me more that you didn't tell me!" He was insulted, trying and failing to keep himself calm. "What if he had come back, huh?! What if he hurt you?! Then neither Rhodey nor I would know who had you, where you were, or even what to do! You'd be dead all because you didn't want to worry me!" He roared.

"I was scared…I didn't know what to do…I thought if I told you…that he'd know somehow and he'd come sooner." She whimpered.

"Well if you told me, then we would have been prepared for it!!" He snarled.

He saw the slight quake in her shoulders and the way she hugged herself and he deflated quickly. All of his fiery rage quickly cooled and melted away into icy guilt. He reached out to her and pulled her smaller frame to him.

"I'm sorry I got mad, okay? I'm just worried about you; you and Rhodey are all I have, you know?" He said with a lopsided grin, trying to appeal to her with his eyes.

"It's okay, I know I should have, it's just…these dreams seem so real. I have to watch everyone I love be attacked…" She looked up at him with haunted eyes. "I can't sleep…when I do…it's like he's waiting right there for me."

He didn't know what to do, he was helpless. He couldn't save her from herself.

He held her tighter.

Tony soon lost himself in her scent and the thought of plotting his revenge against Whiplash when Pepper suddenly slumped, boneless against him.

She fell asleep again?! He thought in outrage.

Short labored pants erupted from her chest, signaling that she wasn't just falling asleep.


She didn't answer, though her eyes were still open. She stared blankly ahead, before her amber eyes rolled backward into her skull and her head lolled back at an unhealthy angle.

"Pepper?! Dammit!" He didn't like the sound of her breathing, so he quickly picked her up and laid her atop the counter of his computer. He snatched up the scanner from where it lay, forgotten on the ground. He held it over her and anxiously awaited the results to show on the screen. The same strange pattern appeared on the monitor and he quickly directed his computer to analyze it.

"Non-organic waves effecting neural patterns." The computer announced in a monotone.

Non organic? That meant that someone was basically transmitting messages into her brain. The controller helmet that he had unintentionally helped A.I.M. make had used a similar idea.

"Computer, trace the signal." There were a few uneasy moments of beeping and loading before it answered.

"Unable to track signal back to source, firewall in place."

He swore again before charging to the computer and he began running diagnostics on the signal and the firewall. As much as he was loath to admit it, he couldn't break through the wall; there wasn't a single crack in it. So he concentrated on blocking the signal for now.

While he was doing this he kept a constant watch over her readings on the scanner, they were starting to get worse. Her heartbeat was erratic and she was having trouble breathing. He thought about taking her to the hospital, but realized that doctors wouldn't be able to help if her brain was being messed with.

The readings continued their steady slope downward and Tony began to panic.

So without a second thought he raced out of the lab and ran back to his home to wake Rhodey.


Rhodey had not been happy to be awoken from a peaceful slumber, especially when he was sick.

Especially when he was sick because of stress.

And especially when it was the main source of his stress waking him up.

"Rhodey I need your help, something is wrong with Pepper!" Tony gasped bursting through the door to Rhodey's bedroom. His best friend certainly looked a sight, his shirt was off, he was sweating like a pig, and he had a wild look in his eyes.

Better than himself who had just lain around in his boxers all day, fully taking advantage of his sick day.

He rolled over, unconcerned.

"You're a genius, fix it yourself."

"You don't understand; if we don't do something soon, she's going to die."

This made him sit up. "Why don't you just take her to the hospital?" He demanded. "I'm no doctor; I don't know how to help." As he said this he was already getting out of bed and throwing on clothes over his boxers.

"I can't. They won't be able to help. Best as I can figure, this is some sort of mind control thing." They ran out of his room and out of their house back towards the lab.

"Like what happened with A.I.M.?" Rhodey wheezed; he was still getting over his own sickness.

"Yeah; but this is nothing like what they had. It can't control her consciously…just…" A sudden thought came to Tony.

"Just unconsciously." He said as he dove for his computer and began typing frantically on the keyboard.

Rhodey's eyes widened as he saw Pepper sprawled out on the counter. She was pale as death and her eyes had dark bruises over hollowed cheeks.

"Jesus, she looks worse than I do." He went to her side and looked at the scanner that Tony had set up to monitor her constantly. "Tony…we really have to do something. If her heart rate gets any slower…I think she might suffer brain damage from the lack of oxygen from her blood."

Tony glanced around the lab hurriedly, looking for inspiration. He saw the Iron man space suit.

He quickly disconnected the oxygen tank from that and handed it to Rhodey who pressed the mouth piece to Pepper's open mouth. They both watched the monitor anxiously for any improvement. The numbers began to stabilize but didn't improve.

"At least they stopped going down." Rhodey said, breathing a sigh of relief. "It might be better if we had one of those pumps so we could control it."

"Like an artificial breather?" Tony offered distracted by typing on the computer.

"Yeah; you have one of those lying around?" Rhodey tried to question jokingly.

The young genius turned fully away from the computer. "I guess I cold make one…but I need someone to man this. I think I know who's causing this; it's Mr. Fix and Whiplash. I think I can alter the signal so it won't be hurting her anymore."

"Can't you just turn it off?" Rhodey asked, eyeing the screen as they switched places. "How do you know it's them anyways; they haven't bothered us for awhile."

"Yeah, well, they've been bothering Pepper. She didn't tell me until just now…In fact I'm worried that that's why this is happening. She passed out right after telling me; what if I triggered it somehow?" Tony asked looked at his best friend with a tortured expression.

Rhodey didn't know how to answer, maybe it was, and maybe it wasn't. In the end it didn't matter. They may not have realized what they were getting into when they started 'Team Iron Man', but they knew the dangers and this was one of them.

There was a semi calm moment of silence, where Rhodey worked on the computer under Tony's instructions and the genius monitored Pepper. He worked on building a breathing pump out of an old rubber tube her found around the lab in the meantime.

Quite suddenly, Pepper's heart rate plummeted drastically and all sorts of alarms began going off.

"What?!" The boys demanded in unison.

"The fucking signal is getting stronger! How!? There is no transmitter near by! How could it possibly be affecting her?!" Tony was panicking now, his eyes twitched around the room restlessly, looking for answers that couldn't be found. Rhodey could see the wheels turning in his head; see the math and statistic running through his mind, constantly looking for a solution.

He envied him for that ability because at that moment he could only think one thing.

Pepper was dying. And they could only sit and watch helplessly.

Tony cried out wildly as his eyes locked onto Pepper's purse which sat on the floor by the control chair. He pointed to it and called out to him.

"Grab her cell phone out of there and hook it up to the computer and then enter my pass code for virus I created! Hopefully then it will transfer over to Fix and wipe his systems, but it will clear her phone regardless."

Rhodey could think only enough do what he was told. So he raced over and snatched up her phone and plugged it in. There was one too many anxious moments of sitting and waiting and soon Rhodey started to lose his cool and unravel at the seams.

"It's taking too long! She's going to die; we can't do this! We're not doctors, dammit!" Rhodey yelled slamming his fists against the counter, trying to get it to connect and load.

Without another word, Tony climbed up on the counter, straddled Pepper and smashed her mouth with his own.

Rhodey was more than surprised by his friend's sudden and inappropriate affection. He turned away from the monitor, forgetting the computer entirely. He was about to yell at the young man and shove him away until he saw him release Pepper's lips.

That genius, and he didn't mind calling him a genius at the moment, then placed his hands together in a fist over her chest and began pressing into her with his shoulders in short quick thrusts, counting as he did so.

CPR, why didn't he think of that?


She awoke feeling rested.

She opened her eyes to find herself in an unfamiliar room. Well, not unfamiliar exactly, just unexpected.

She was in the Rhodes family living room, lying on the couch. It seemed liked it was the middle of the night from the lack out sunlight coming from the windows and the fact that all the lights were off.

She was a bit disoriented here. The last thing she remembered was telling Tony about the phone message she had kept hidden from him and the dreams she had been having. Then he was hugging her…and she smelled his smooth metallic sent and felt his warmth seeping through the three layers of clothing separating them and she got the lightheaded feeling that she always seemed to get around him. For the first time in a week she felt so safe…so tired… and then the lightheadedness took over.

Well that was it then. She must have fallen asleep again. She was thankful that she hadn't had any nightmares.

She tried to sit up and look around but was suddenly rendered breathless by the pain that exploded into her chest.

"Ouchy…" She whimpered after a few minutes of pained gasping.

A small light suddenly switched on somewhere in the room and was pointed at her, instantly blinding her.

"Pepper honey? Are you awake?" A strong feminine voice whispered gently into the night and broke the thick silence surrounding the air.

Then a tall African American woman leaned over her and squinted through the darkness with her large, dark eyes. She was dressed in a fluffy green bathrobe, her hair pulled back into a pony tail. Compared to the prim and professional lawyer look that she usually maintained, this was a strange change and Pepper almost didn't recognize her.

"Yeah." she managed to wheeze. The pain now lessened to dull ache.

"Can you move?" She asked, moving the flashlight mercifully out of her direct vision.

Once the spots disappeared from her vision, she tried to sit up once again, this time more tentatively, and found that she could indeed move.

"Yeah, but it hurts really badly. What happened?" She asked a little louder than she meant to.

Mrs. Rhodes quickly shushed her with a finger to her lips and pointed to the ground next to the couch.

She squinted into the dark. As her eyes came into focus she saw Tony curled on the ground next to her. He had a pillow beneath his head and a blanket twisted haphazardly around his legs, but otherwise he was as she had remembered him earlier; messy hair, metallic smell, and dressed only in his pants.

"It took me a while to convince him to go to sleep; I don't want to wake him up now." His adoptive mother smiled fondly at the boy before offering Pepper a hand, which she took graciously.

She was careful to step over him, unconsciously memorizing the contours of his body as she did so.

She followed Mrs. Rhodes into the kitchen were she turned on the light and shut the door so as not to disturb Tony. Once in the light Pepper looked around and was surprised to find that she was no longer in her own clothes, but an old pair of sweatpants and a T-shirt with a basket ball team name one it.

"Where are my clothes?" And how did they get off of me, was what she really wanted to ask.

"Oh, I hope you don't mind. We thought you would be more comfortable in clean clothes. So the boys gave me some of their hand-me-downs and I dressed you for bed. I didn't mess with your underclothes though; I didn't want to be too invasive." He heart was warmed by their kindness and she smiled gratefully up at the older woman.

"So…if you don't mind me asking…what happened?" She started shyly.

"Boy am I glad you're awake!" Mrs. Rhodes exploded randomly. "Tony has been a total mope ever since we got back from the hospital."

"Hospital?" She asked in alarm.

"Yeah, of course! You passed out and stopped breathing on poor Tony: scared the begeezus out of him. He performed CPR and then Rhodey called me and I called an ambulance. But that was unnecessary really; you were fine once Tony got you breathing again."

"I…stopped breathing?" Pepper was bewildered. She felt fine, aside from her throbbing chest.

"Yeah! The doctors couldn't figure it out either; it was like your brain just suddenly forgot to remind you to breathe."

Strangely she wasn't feeling any better hearing this. She took deep gasping breaths now, gulping up all the air she could.

"But they took a few scans and you are totally fine now; except for a cracked rib." She finished assuredly at seeing Pepper hyperventilating.

"How did I crack a rib?" She demanded while lifting her shirt to peer warily at her bruised and blackened stomach.

"When CPR is done properly it's supposed to crack a rib or two, you're lucky Tony didn't break any by accident. You wouldn't be moving right now, that's for sure." Mrs. Rhodes said this with as much interest as if she were watching paint dry.

"T-Tony gave me CPR!?" And like the child that doesn't realize they're hurt until they see blood, she suddenly felt fading soreness around her mouth with startling clarity and the devastating ache of her ribs became a tickle.

She sat gaping, her mouth opening and closing like a fish, towards the door from whence she came as Mrs. Rhodes got to her feet and began preparing a pot of hot chocolate for both of them.

"Yeah, he was worried about you. James and Tony both were; heck when James ran in the house yelling that you weren't breathing, I nearly had a heart attack! You're like a daughter to me, I don't know what I would have done if you had gotten seriously hurt right in my backyard." She stood completely still as she said this, never once turning to Pepper. The water that she was filling the pot with ran over the sides and spilled over her trembling hands.

Pepper's hear t warmed despite herself. "You're like family to me too! Thank you for worrying about me." She struggled to her feet and wrapped her arms around the young mother's waist, burying her face into the soft surface of her bathrobe. Pepper heard the coffee pot clank noisily against the bottom of the sink before strong arms were wrapped around her.

A yelp from the living room startled them both out of their warm moment before the door banged open, rattling the whole house.

Tony stood in the doorway, looking frazzled.

The two women broke apart at this abrupt entrance. There was silence for a moment, before Tony broke it. "How'reyerribs?" He demanded in rush.

"My what?" She was suddenly a deer in headlights; she wasn't sure how to feel about the fact that this man, only hours before, had saved her life. Not to mention the fact that he had kissed her! Okay so it was CPR, but still, there was mouth to mouth contact!

"Your ribs, are you okay?" He elaborated before crossing the room in three long strides to peer down at her with analytic eyes.

"Fine; I mean I'm sort of sore, I guess, but doesn't that come with broken ribs? Well not broken but cracked." She rambled nervously, able to think of nothing but his lips. She missed the details since she was unconscious. Were they soft? Chapped? Did they taste like anything? She had to resist the urge to touch her own swollen lips.

"Tony, Pepper is fine, now go back to bed! You still have to go to school tomorrow. I wouldn't care if you saved a room full of people; you are not missing anymore school mister." Mrs. Rhodes said sternly.

"Okay, in a minute." He answered without hesitation, though he made no move to leave.

Mrs. Rhodes rolled her eyes before strolling towards the door herself. "Fine. Stay up as long as you want, but I am not going to call you in for tomorrow if you're too tired to get out of bed." The door clicked shut behind her, and Tony's inhibitions left with her.

Before Pepper could blink his arms were wrapped around her tightly.

"Never do that to me again." He whispered huskily in her ear. She blushed as chill rushed up her spine. Tony assumed it was because she was cold so he pulled her even closer, which she hadn't thought possible, and tucked her head under his chin. The only thing separating them was two layers; her borrowed shirt and her underwear.

"I don't even know what happened. Mrs. Rhodes was just telling me I went to the hospital." She mumbled into his chest. She was completely and totally embarrassed, but enjoying herself as she returned his hug with a quiet smile.

"That asshole Fix was using your cell phone as a transfer hub to use wave technology to affect your brain." He snarled, gritting his teeth in anger. "He's too much of a weak dumbass to control you when you were fully conscious so he had Whiplash send you that message to freak you out. That way you would be too tired and weak to fight him off. It was a coward's plan that backfired on him." He pulled away long enough to flash his favorite cocky smirk.

"I was able to send that fucker one hell of a virus. This one can be deactivated only by me, unlike the Technovore one, so I don't have to worry about it coming back to me. Next time I see him though…I'll kill him."

She was more than slightly overwhelmed. "So how did I end up in the hospital again?"

"Prolonged exposure to those waves messed with your brain chemistry. Your body was trying to defend itself and kinda…turned off, if you will." He struggled with his words, trying his best to explain it in terms she could understand. "And when it did, you stopped breathing. So I had to give you CPR, then we called an ambulance…I'm sorry about breaking your ribs. I feel bad, the doctor said that the only thing we could do is supply you with a lot of aspirin."

At the mention of Tony's heroic deed, the red across her face was renewed.

Pepper scoffed. "So basically you saved the day once again and I was stuck being the damsel in distress? I hate that game."

"Look at it this way; you look much better in the dress than me or Rhodey." He snickered.

She twisted around and punched him playfully, then winced as her ribs protested her movement.

Tony noticed this and dragged her out of the kitchen and back into the darkened living room. "Come on; you need your rest and I guess I have to go to school tomorrow."

"But I'm not tired!" She protested. How could she be, she found out she had been sleeping the past seven hours.

"Humor me." He smirked and carefully helped her lie back down on the couch. He then proceeded to carefully tuck her in with the blanket he had been using earlier.

"Quit babying me!" She demanded angrily, stubbornly knocking the blanket away.

"Then quit acting like a baby and take the blanket."

She stuck out her tongue at him but did as she was told and found herself getting sleepy once again. The blanket was covered in his metallic, distinctly male scent. She snuggled into the couch buried her face in its softness. This time, she knew that she wouldn't have any bad dreams.

Tony lay down on the ground next to her, getting comfortable. She looked down at him with a sleepy smile. "Good night big strong hero."

"You forgot handsome and smart." He teased.

"Love you." She stiffened, it had slipped out.

"You too."He answered back just as readily.

Pepper let out a sigh of relief. He didn't get it; she wasn't sure weather to be happy or exasperated about this. But for now it was enough.

She happily surrendered herself to a deep and dreamless sleep.


Tony watched with hungry eyes as Pepper drifted off to sleep, a lazy smile spread across her face.

When he was sure she was lost to the conscious world he propped himself up on his elbows and leaned close to her face. Her breath fanned lightly over his face and he relaxed a little.

He had to make sure that she was still breathing. It was his new favorite pastime. He had done it in the ambulance ride to the hospital, he had done in her hospital room, he had done it on the ride home, and he had done it as he watched her sleep on the couch earlier.

He was also enjoying the smell of her breath. He had tried to downplay the CPR thing and she hadn't brought it up so he was able to maintain some of his dignity.

He licked his lips before closing the distance between them and tasting her mouth again.

Of course Tony hadn't minded the minty taste her mouth had earlier, but it pleased him to find that she still tasted like himself. He recalled earlier when it was all he could do to concentrate on saving her life. Her smelled had filled his head and that familiar hunger had burst to life within him. The renewed signs of vitality to her, her warmth, her breath, thrilled him and filled him with all the more eagerness.

He pulled away with another lick of his lips, savoring the unique blend of flavors

"Love you too." He whispered though he knew she couldn't hear him.

He began to drift off to sleep, his exhaustion winning over his body. Just before he was totally gone, he wondered vaguely if he could convince Pepper to practice CPR with him after this.


A/n: Okay so this is the edited version. I put up the crappy one by accident. I didn't see the need to change it until I posted again so I decided to wait. I would appreciate reviews and comments. Which version you like better, maybe?

Ha-ha! Take that writer's block! I knew all I needed was a vacation from the norm. So yeah, fluffy romantical one shot. I heart TonyXPepper stuff so I thought I'd contribute to the culture. And if the director ever thinks about putting Whitney and Tony together; he will receive a very strong letter from me and an army of angry fans knocking at his door, that much is certain.

So review and tell me what you think. Tell me about grammar mistakes especially—I hate those. I might post a few more one-shots, but only if they are wanted. I will not be unwanted. So review and tell me what the people want!

Ciao for now!