Pepper knew all about Miss Whitney Frost because Tony loved to complain about her. She never expected to meet the woman--after all, she hadn't met her in all the time that the Iron Man and the super villainess were the preferred topic of every gossip rag in the country. After their break-up, as far as Pepper was concerned, she was simply no longer relevant. And while this scheme of relevancy was normally what Tony subscribed to after his relationship with a woman was over, Whitney was special case.

Whitney Frost broke his heart. Perhaps it would be better to say Whitney Frost decimated him.

Pepper hadn't had a front row view to the carnage, but she'd received several first hand accounts over the years and countless drunk telephone calls because Tony saw some woman on the street wearing blue leggings and it reminded him of her or whatever else set him off on any given day. The damage was lasting. Tony was always a very warm person, but also a rather closed off one. He had secrets that he simply didn't tell. Whitney had known his secrets anyway, she had been able to figure so much out for herself. After making the first few steps to breech his isolation on her own, Tony opened himself up to share the rest. She left, and his ability to trust--never spectacular to begin with--took a nosedive. For the first few years, even when he seemed to be opening up, he always behaved as though his life belonged to someone else. Such things happened to his mysterious bodyguard Iron Man, but never to Tony Stark.

Years and years removed from that relationship, bits of evidence still lingered. The occasional awkward conversational segue where he mentioned her. Passwords in his lab containing the word "Masque." The day Whitney thanked him for caring about her, and the phone call Pepper received because Tony could finally, honestly say that he felt okay about all that had happened. But they didn't keep in touch, and Pepper never had any reason to believe she'd actually meet the woman.

This is just one reason why when Pepper suddenly felt the barrel of a gun pressed to her temple, it was more than a little surprising.

Another reason was that she hadn't known that anyone but herself, Tony and that Russian friend of his, the one who lent him that awful Crimson Dynamo suit, were at all aware of the existence of this base. Hindsight being twenty-twenty, Pepper realized a touch too late that if she could track Tony, anyone could, provided they knew what they were looking for. Evidently, someone did.

The third reason is that Pepper just should have plain heard the approach. Any assailant would have to break into the lab, which would be cause for some noise. And then there are the actual footsteps of approach to consider.

She let her guard down. She felt safe here. She could relax here. She could sleep like the dead, drink coffee at her leisure and wander around in a bed sheet because Tony is the only person around anyway. He was so unexpectedly bashful about her lack of modesty that it made her even more comfortable. She didn't want to see him smug, not when it came to her. All in all, Pepper was more prepared to surf the internet than she was to react to the attack of some woman that Tony had sworn up and down was completely reformed.

Just another lesson in the ongoing education of Pepper Potts, Rescue.

Lesson One:
The learner will be able to function as part of an unofficial superhero support squad. The learner will specialize in non-combat activities. Syllabus indicates the course will run for several years and that all students should be aware of the likelihood of kidnapping, hostage-taking and a high risk of death. This class is not for the faint of heart.
Lesson Two:
The learner will be able to serve as an informant to active field superheroes. Lesson materials include high tech headgear that plug the learner directly into the Stark Datastream. Students will be assessed on team loyalty and ability to coordinate a variety of personalities and superpowers. Class ends early; too many deaths on the team.
Lesson Three:
The learner will be able to observe the decision making process of a veteran superhero as he functions in the field, paying particular attention to how various responsibilities play unique roles in shaping his actions.
Lesson Four:
The learner will suffer injury through no fault of her own and through an experimental procedure, gain superpowers. Syllabus indicates several weeks' of instruction time will be dedicated to learner's temporary loss of faith in her own humanity.
Lesson Five:
The learner begins an independent study program with a self-aware suit of armor. Encounters by the learner with her former mentor shall be periodic and sexual in nature from this point onwards.

Pepper wakes up, screaming. Madame Masque has attached something to her replusor generator. She has absolutely no idea what it is, just that the masked woman chose it over several other options she'd found lying around the work station after a particularly painful session of trial and error. The wires attached remind her of a car battery and that is exactly what it feels like--Madame Masque is jump starting the battery in her chest as if she was a car that won't turn over. Pepper's battery is self-sustained. It doesn't need a charge. The excess power escapes from the battery into her body and she thinks she might be electrocuted or blown apart or something. She doesn't know and she can't think and right now, she would really, really like to die.

Tony and Whitney are talking. At first, she is just so relieved for the moment of peace that she could weep, but Pepper's technology enhanced brain is reasserting itself over the pain and she begins to realize a flaw in her philosophy. She has, up until now, considered herself to be a non-violent person. Everything about her reflects this--up to and including the mechanized battle suit that is not designed for battle. There is not a plan in her head that involves throwing a single punch, not even against the most evil person in the world. And every single plan in her head takes for granted the idea that she will be in control.

Lesson Six:
Even when you think you are in a secure location, you are not.
Lesson Seven:
You will not always be in control.

Pepper Potts made a few mistakes today. This is an indisputable fact. She did not cover her tracks. She assumed she was in a secure location. She allowed someone who would to her harm to take the upper hand through negligence. Supporters of the Initiative use rookie mistakes as a reason why training your heroes is so important, but the fact is there is a distinct difference between the controlled environment of training and the chaotic environment of the field. She's been trained.

Whitney Frost made a few mistakes, too, but hers were not rookie stupidity. No, hers was assuming that the Pepper Potts she met today for the first time is the Pepper Potts she had always pictured in her mind. Pepper Potts is not some friend of Tony Stark's that works for him sometimes, disapproves of the Iron Man and gets captured and/or blown up a lot.

No, Pepper Potts is superhuman.

She's already healed.

She makes eye contact with Tony, who is lying prone on the floor with that insane woman on top of him, and he watches as Pepper reaches out with her machine-sense to activate her armor.

Madame Masque realizes that something is going on and the fighting starts and this is where the flaw in Pepper's philosophy comes in: When someone else starts fighting, she can fight back, she can run away or she can be a victim.

She is not going to be a victim, not again.

She is not going to run away. If she ran, then there will be no one standing between Tony and those who hunt him. Ensuring his freedom is the absolute most important thing in the world right now. She has to be his hero. She's ready.

She is going to fight.

Lesson Eight:
Always be aware of your allies and resources.

The Rescue armor foolishly insisted upon wasting her battery power to untie Pepper, but Pepper can't imagine questioning J.A.R.V.I.S.'s judgement again because the suit also choose to hold Madame Masque still while Pepper coaxed Tony into his armor and out into the clear skies of freedom. Unfortunately, she doesn't have J.A.R.V.I.S. to fall back on anymore. Rescue's solar reserves have been used up and there's no way Pepper has the time to hook the suit up to her generator. She is going to have to do this the old fashioned way. She's at a bit of a disadvantage because compared to the villainess, Pepper doesn't actually know how to fight. She can pull Tony's leg trick to trip the bitch and once she had her on the ground, she got a few punches in, but now they are running towards each other and that is an entirely different situation. She wishes she felt as confident as she acted around Tony, but if he had thought she had any doubts at all, he wouldn't have left and more than anything else, he needed to keep running.

Before she throws a punch and, more importantly, before she gets hit with Masque's, Pepper remembers that she can fly. It isn't even a memory, strictly speaking, more like an instinct. She opens her magnetism like the ripples of a pond and she's repelled herself several feet off the ground. Whitney's fist doesn't hit her and Pepper has brought her heel down on the back of the woman's head before she even has time to compensate for throwing her weight into a punch that doesn't connect. Pepper lands behind her opponent and tackles her while she's still reeling from the boot to the head. She's grinding Whitney's face into the concrete when it occurs to the maiden of magnetism that the mask is made of metal. Whitney executes some sort of wrestling manuever to flip over and throw Pepper off of her, but once again, the game has changed.

What Pepper wants to do is get Madame Masque's face to stick to something, rendering her immoble, but because she has never consciously used the replusor generator for anything like that, she doesn't know where to begin. She takes to the air again, out of hitting range to think about it, but this winds up giving Whitney a chance to dive for her gun. By the time Pepper realizes the mistake, it's too late. She's already shooting. The last time Whitney shot at her, Rescue had dissolved the bullets with replusor beams that Pepper had not even been aware she had. The suits palm repulsors aren't the only repulsors in town and though Pepper doesn't know how to make one object stick to another, she does know how to push apart. Her flight is pushing herself apart from the ground. Turning that same force to the bullets, she pushes them apart from themselves. She does the same thing to the gun, for good measure, and it falls apart in Masque's hand.

She lands hard on both feet. She feels something warm on the soles of her feet. Her tank top and pants, sure, she can wear those inside the armor, but shoes don't fit. The boots she is wearing right now were supplied earlier in the day by one Anthony Stark, a rather inventive man who likes to supe up anything and everything he can get his hands on. She's pretty sure at this point that there is something mechanical about her shoes that was activated when she landed. She doesn't know what, but whatever it is, it's heating up. This could easily be very good or very bad and Pepper has no choice but to trust that Tony wouldn't give her shoes with a booby trap. The next time Frost comes at her, Pepper kicks her. It is the sort of kick that would make any martial artist wince for its lack of form or balance, but these happen to be rocket boots (apparently) and damn if they don't get the job done.

Pepper starts running. Her kick sent Masque flying and now that she is absolutely certain that she has the upper hand, she wants to keep it. She never really thought of herself as the sort to kick someone in the gut, especially not someone who is already on the ground, but this fight is definitely too important to take it easy on the enemy. Since she can't magnetize the mask the way she wants to, she uses her repulsor beam to knock it off. It seems like a pointless gesture of dominance at first--she knows the mask is important to Whitney--but she wasn't prepared for how the woman reacted to that.

Whitney Frost, already lying on the ground, curls into a ball and covers her face with her hands. She screams, "Don't look at me!" and her tone of voice really makes Pepper want to pity this strange woman, but after all that has happened, she just doesn't have it in her.

Her opponent subdued, Pepper works the other angle--the information angle. "Osborn's people know how to find Tony," she says. "How are they doing it?"

Whitney laughs, but its part sob.


"Kill me or give me my mask." Her voice is still muffled by her hands over her face.

"I'm not doing either," Pepper tells her. "I just want to know how they can track Tony." It is such worthless information. Just knowing how they do it won't give her the means to stop them and without a way to contact Tony, she can't tell him to stop doing whatever it is that is giving him away. It is probably the replusor signature, but Pepper is surprised that it can be tracked without Starktech. But Osborn has everything that was once Tony's and none of the computers he destroyed at SHIELD when he left were Stark machines... Whatever homegrown tech Tony brought to S.H.I.E.L.D.'s operations is more than likely still there and still running. If, for some reason, he made developed the means to track his own signature and left it in the helicarrier or on a SHIELD base, that is what would need to be disabled. In order to stop them from hunting Tony, she would have to get onto the base.

How could she possibly do that?

Better idea, put on her armor while she has the opportunity to get Rescue's batteries charged again. Once J.A.R.V.I.S. is back online, his knowledge can be put to good use and they can come up with a plan. Plus, the fortification would mean she has nothing to worry about from Frost, should she decide to get up and start fighting again. Because she still doesn't know her way around this stuff that well, waking up Rescue from sleep mode and getting the suit to open up and let her in when it had no juice was little tricky. Pepper also doesn't like taking those boots off. Not for the firepower, because she's sure she doesn't need it in the suit, but because she's afraid of her opponent getting a weapon. Rescue--not the suit, but the superhero with all of her components together--holds on to her rocket shoes and watches Madame Masque. She hasn't gotten up. Pepper wishes she knew if the woman is so badly injured that she is incapable of hauling herself off the ground or if this is all about the mask. Tony would know. Not in a he-used-to-live-with-her way, but in a he's-used-to-dealing-with-extreme-personalities way. (The used-to-live-with-her is relevant, of course, but Pepper doesn't want to think about that. Not now, not ever, and isn't the first rule of being a guy "don't stick it in crazy?")

"J.A.R.V.I.S., are you there?" Pepper asks, so desperate to hear his voice that she half-expects no answer, just because that's what kind of day this has been.

"I am indeed," her mechanized mentor answers.

Pepper doesn't even know what she wants to do first. Getting to Stark Tower or onto the Helicarrier--she isn't sure which would be better--is going to have to be her ultimate goal, but there's also the matter of Miss Frost, and she has no idea what to do with her. Leaving her where she fell is probably a bad idea. She doesn't seem inclined to get up, but Pepper is sure survival instincts will have to kick in sooner or later. Inside her armor, Pepper--Rescue--doesn't need to worry about the fire or explosions or smoke inhalation. Masque will. Without a suit to protect her from the elements, Pepper doesn't know how her opponent would be able to survive in the wild, should she flee the base.

"J.A.R.V.I.S.," Pepper instructs, "Scan Madame Masque. What do your sensors tell you?"

"Biosensors indicate Ms. Frost has three broken ribs, several each of burns and abrasions. Smoke inhalation is an immediate concern. Medical attention is recommended."

Not very helpful. "Suppose I wanted to take out whatever tech Osborn has that lets his people track Tony," Pepper says cautiously, "What is the mostly likely place for him to have something like that?"

"Starktech application Armormap can be launched from several locations under voice identification Anthony Stark. Mr. Stark has not tagged Armormap as a priority."

That's interesting. "What has he tagged?"

A world map overtook her view screen, various locations flagged throughout. "Black flags indicate destroyed Iron Man armories." They were standing in a black flag. "Yellow flags indicate existing armories." Pepper could see two yellow flags on the map, both in the Middle East. One was in Afghanistan--not surprising. The other was in the United Arab Emirates. "Red flags indicate Iron Patriot Armories."

"Taking out the red flags...that's our first priority?" Of all the jobs Tony could have given her--of all the jobs he could have given her and not actually bothered to tell her about in person--it seemed that he had given her the most risky duty. A sick, fluttery fear was taking over her gut. She had come face to face with Norman Osborn once already and was not keen on doing so again. To try to destroy his armories, surely neither he nor H.A.M.M.E.R. nor his "Avengers" would take that sitting down.

"Indeed. I am equipped with Starktech virus Negator v. 7.5.2., designed to render any unauthorized armor systems replicate inoperable."

"Get in, upload the virus, get out. Got it." Pepper gnaws her lip. "But how do we get in?"

"Might I suggest you make use of a secret identity?"

"J.A.R.V.I.S., I don't have a secret identity. Osborn already knows I'm your pilot."

"Your identity has been registered and verified as the operator of myself, but the Mk 1616 is not the only mask at your disposal."

"J.A.R.V.I.S., you're a genius!"

"I am a machine, Ms. Potts. One which contains the knowledge and experience of entire career of the Iron Man, his allies and enemies."

Lesson Nine:
The playlist is there for a reason.

Whitney screamed bloody murder the second Rescue returned to her side. Pepper tried to be delicate when it came to handling the woman--'broken ribs, broken ribs, broken ribs' was her mental mantra, but it proved difficult. Mental gauntlets and a thrashing victim were not what you wanted when trying to steal someone's clothing so that you could masquerade as them. She was extraordinarily weirded out by the whole thing herself, which didn't make it better. Pepper tried hard not to look at Whitney's face. She felt sick and scared enough with what she was doing and what she had done already and what she still needed to do without adding sneaking a peek to the monstrosity to it.

While she worked on that, Pepper had J.A.R.V.I.S. hack into the Crimson Dynamo suit. In addition to containing her, it would do well enough to protect her from the cold and the smoke and hide her modesty. She assumed that the item that would effect their time table the most would be doing something with her hair. She could probably find some grease or shoe polish or something on the base to dye it black if she had to, but the length and style was all wrong. It would give her away in a second. She was thinking she would need to make a detour to get hair extensions or a good wig once they flew back to the States, but as she shoved Frost into the open Russian armor, the woman's hair came off in her hand. It had been a wig. It only made sense, Pepper reflected, if her head was that badly burned there was no way her hair could be natural. But she'd started screaming more after that.

Pepper cued up her music and turned it as loud as it could go.

She was taking it straight to Osborn.

Disclaimer: Standard disclaimers apply.

Secondary Disclaimer: Given the nature of this story, I really, really, really need to have it on record that Whitney Frost is my absolute favorite super villain and one of my favorite characters from the entire Iron Man mythos. I wrote this story because it really bothered me that Pepper defeated Whitney off-panel. She frankly shouldn't be capable of anything like that without her armor and the fact that it was off-panel added insult to injury. Whitney is not at ALL portrayed favorably in this story, but I really, really love her and its important to me that you know that. She is amazing and wonderful (and insane, but mostly wonderful)and if you don't believe me, I can list just about every issue she appears in off the top of my head as issue recs. Especially The Invincible Iron Man vol. 1 #17-19 (September-November 1969) by Archie Goodwin and George Tuska. Go read now, plz.