Author's note: I came up with this idea when FluffleNeCharka asked the question; "Where are all the other superheroes who live in New York?" Good question. Here is my attempt to answer it. It's different from my previous stories, more action/adventures. I was trying to recreate the feel of the television show; blocky, computer rendered animation not included. Read and review and offer suggestions so I'll know if you want me to continue this.

Puniatores, Congregate!


"Rhodey, concentrate on its head!"

The creature was gargantuan with claws, fangs and a generally hideous appearance. Its deformed features did nothing to identify it as humanoid and it stank of fetid flesh. Vehicles and pedestrians fled screaming as it swung a wooden club studded with rivets into nearby buildings. Huge stinking animal hides barely covered its stained putrid form and Iron Man felt sorry for anyone standing directly under its loincloth.

Tony sent a repulsor blast from his hands into the monster's face. It roared and swiped at him, only to grasp at air.

War Machine activated his sidewinder missiles and hit the giant creature's eyes at point blank range. With that final assault it shimmered and vanished.

"Well...uh, that was anti-climatic," Tony said wryly. He stared at where the creature had stood. Nothing. "Well, at least collateral damage was kept to a minimum this time. We-"

He broke off and stared at a spot beyond where the monsters had been and saw two vague figures, male and female. He tried to use Iron Man's sensors to focus on the silent watchers but something warped the space around them, making analysis impossible. He blinked and they were gone.

"You okay?"

"Yeah. Sure."

Rhodey checked his internal chronometer. "Well it's lucky that fight was so quick. We have about fifteen minutes before school."

Chapter one

"Class, we have two new students joining us today." Professor Klein seemed both jubilant and relieved. Since the departure of Gene Khan and the reintroduction of Whitney Stane, the class' mood seemed to swing from giddy to depressed; perhaps it just seemed that way because students Rhodes, Stark, and Potts set the standards of behavior for the rest of the class and they were even more volatile than normal lately. Tony and Rhodey glanced up politely like the rest of the class. Pepper seemed uninterested in anything other than her science book and was uncharacteristically quiet.

"Please give a warm Tomorrow Academy welcome to Miss Wanda Maximoff."

The students clapped politely at first, until they got a good look at the new pupil, then the applause became more enthusiastic with the occasional wolf whistle thrown in by Happy Hogan. With good reason; Wanda slid into the room with movements as graceful and precise as a dancer. She was tall and toned with olive skin and chocolate brown hair. Her proportions were well rounded without being overly voluptuous and the black leather pants with red racing stripes accentuated her long legs. The matching halter top brought attention to her most arresting feature: her eyes. Sherry brown with flakes of gold that seemed to hypnotize the beholder. She seemed well aware of the reaction she was causing and seemed wearily amused by it. Tony sat up straight in his seat, storm blue eyes wide and very, very interested. Rhodey glanced over at a furious Whitney and retreated to the safety of his textbook. Pepper never raised her head.

"Nice to meet you all. I'm Wanda." The new student's voice was low and mellow with the slightest hint of accent. Her English was smooth and articulate. "I was born in Romania but now I live here with my parents."

The lovely brunette glanced at the science teacher, who seemed to come back to himself. "Oh! So sorry, Miss Maximoff. Please take a seat next to Tony Stark."

Tony raised a hand to indicate where he was and Wanda took a seat, smiling politely with just a touch of warmth. Whitney smouldered, trying to kill the new girl with her thoughts while Happy gaped openly. One almost expected him to start drooling and panting.

Pepper looked over and then away. That was Gene's seat, she thought sadly. Can't be mad at her for sitting there. She doesn't know anything. It's not like he'd care what I think anyway.

There was a loud knock at the door and the squeaky voiced professor jumped. "I almost forgot!" He opened the door and gestured for the person to come in. "And this is our other new student, Donald Blake."

"Call me Don," the voice was deep but shockingly mild coming from such a large person. He was both taller and wider than Happy, with broad shoulders that made the girls in the front row swoon comically. His hair was long and blond, held back from his face with a leather thong. Cerulean eyes brought everyone's attention to his handsome face but didn't detract from his most unusual feature, a tall thick wooden walking stick. The cane looked as if it were made from very old and gnarled wood, with strange symbols carved into it. Blake was disabled.

Happy Hogan wasn't the brightest but knew a kindred spirit when he saw one. "Dude! Sit beside me!" and patted the seat next to him.

Don smiled gratefully, equally happy to see a fellow athlete. "Thanks um...?"

The jock thrust out a hand. "Happy Hogan. Nice to meet ya, dude!"

Blake shook the other boy's hand and even Happy winced a little, still smiling. "Don, this could be the beginning of a beautiful friendship. How do you like the Giants?"

"Sorry. I'm more of a Green Bay and Minnesota fan."

Professor Klein cleared his throat loudly. "So glad to hear that, Mister Blake. about we get back to learning about quarks?" Without waiting for an answer, the teacher turned back to the board and began to speak of elementary particles with the ardor of a lover. Tony tuned him out with minimal effort; he knew all about quarks. He decided to try his hand at flirting with the new girl."The name's Tony Stark. Nice to meet you."

She smiled but her expression seemed to say, Great, here we go again. "I'm Wanda, but you knew that already."

The boy genius seemed a tad surprised that she didn't act with shock and awe after hearing his name. Like almost everyone else did. "If you need tutoring to catch up with the rest of the class, I'm your man."

"I'll take you up on that. If I never need help."

Stark sat back and stared at Wanda as if encountering a computer language he couldn't yet read. The young woman ignored him and instead concentrated on the lecture.

On his left side, his best friend snickered softly at his expense. "Ooooh! And he is denied! That had to hurt!"

"Shut up," Tony hissed back and threw sidelong glances at the new girl in the hopes she'd look back. Rhodey rolled his eyes and instinctively looked over at Pepper for her reaction. Her usual spazzy cheerfulness was gone; even her characteristically flaming hair seemed dull. Since Peru, his bubbly friend had shut down and retreated into herself. He tried to tell himself it was a good thing that she was learning to be more discriminating about who she trusted but he couldn't help but wish she'd start talking at her usual mach-one speed about nothing again.

The bell rang and the class stood up. Tony took a step in Wanda's direction with the intent on inviting her to lunch but instead found himself tripping over air and tumbling to the ground. The brunette stepped on past him and instead let Blake and Happy escort her to the cafeteria.

Rhodey rushed over and pulled Tony to his feet. "It's OK, Tony," he told the other boy with mock sincerity. "It happens to all guys eventually. It's called 'DOA'. Dead on Arrival."

Whitney gave them both one last glare before leaving, looking back only in Pepper's direction. Despite Tony's assurances the two were acquainted, she couldn't remember the other girl. Despite that, she felt a strange pang of sympathy every time she saw the redhead's face. Why does she always look so sad? The blonde furrowed her brow in concentration. And why does my mind keep telling me she's usually irritatingly cheerful?

Rhodey and Tony headed towards the cafeteria with Pepper trailing behind from habit if nothing else. The two boys were whispering about that morning's fight.

"Did that seem too easy to you, Rhodey?"

"Yeah, but after the things we've been through, with the," he glanced back at Pepper, " know...I'm actually happy to have something that wraps up before school."

Tony didn't catch his friend's look of concern. He was was already calculating new improvements for the armor and battle strategies. "That thing had almost supernatural speed but seemed kinda fragile. I mean, it didn't take much to defeat it, but my censors couldn't always track its speed accurately."

"The whole thing felt like a set-up," Rhodey replied. "You know, like someone was testing us, seeing what we could do."

"Someone was. I only caught a glimpse but two people were checking us out while we fought that thing."

"Great. Just what we needed. More unknown enemies." Rhodey rolled his eyes.

"Which is all the more reason to upgrade the armor's censors and detection system." Tony urged. "Early warning means a greater chance of survival. And I want to adjust the invisible spectrum to be more like Madame Masque's. In case we have to battle Ghost or someone like him again."

"Um...excuse me," Pepper finally decided to join the conversation. "Mind if I come over and watch the upgrades? I could help. You know, pass a wrench or get snacks or something?"

The two boys regarded each other warily, their expression one of two friends invited to a party when a third was not. As much as they cared for Pepper, she had a bad habit of disrupting their work to ask dozens of irrelevant questions.

"Uh...sorry, Pepper. You'd just be bored anyway," Tony offered lamely and walked to his locker.

Rhodey smiled wanly at her and tried to soften the blow. "Don't worry. There'll be other chances for you to come over."

Pepper stopped in the middle of the hall, eyes downcast and looked bereft. "Oh course. Sure...that's fine."

Rhodey looked ahead to berate his friend about his callous behavior but found Tony was halfway to the cafeteria and had to hurry to catch up with him. Pepper sighed and decided to have lunch alone on the roof instead.

"Thought I'd find you up here."

Pepper ignored Rhodey and continued to feed most of her lunch to the pigeons who gathered on the roof. The January sky was gray and cold and secretly she thought it matched her mood perfectly.

She isn't going to make this easy for me, is she? Rhodey told himself and girded his proverbial loins for what he was sure to be a tough conversation. "This ledge taken?"

The redhead didn't even acknowledge his weak joke and he took her silence for a yes. "I'm sorry, Pepper. I know we've been neglecting you lately and that's not right. Gene played all of us, but you took it the hardest. You gave him your whole self, like you do with all your friends and he stomped on that. Because he wasn't worthy of your friendship." Although neither are we lately. "Don't dwell on what Gene Khan did. I mean, don't dwell upon what The Mandarin did. He doesn't deserve it, not one second of your time."

Pepper didn't react but she didn't leave either so he continued. "And Tony and I...we haven't been around much lately. What with the search for Tony's dad and Gene and fighting monsters-" That got a slight reaction-"we've been kind of neglecting you. That isn't right and I'm sorry. Being War Machine has taken up more of my time than I thought it would. Now I feel kinda bad for being so hard on Tony all this time," he said with a nervous chuckle. The usually energetic girl didn't seem to notice. He sighed and tried one more time.

"Pepper? Come on. Say something. Hit me if you want. I can take it. Well, not in the face." He glanced down at his lap and tried to phrase what he wanted to say properly before looking back up. "But we need you! Team Iron Man needs you!"

"If Team Iron Man needs me so bad, why isn't Tony saying all this himself?" Pepper's voice sounded almost raspy from disuse and Rhodey couldn't think of an immediate reply. "He's just busy," sounded like a cop out and she deserved better.

"No, Rhodey," she stood up and faced him and he saw to his dismay she was crying. "Team Iron Man needs Tony. It needs you. Me? I'm just the spunky girl sidekick."

Before he could think of a suitable reply, she was gone.

Tony froze in place, unable to wrap his mind around what Rhodey had just told him. "She was what? Pepper? We are talking about the same Pepper Potts, right?"

James Rhodes stared at his best friend incredulously. Tony was a good guy and a loyal friend but sometimes he was so dense Rhodey was surprised the other boy didn't create a black hole. Stark was so absorbed in Iron Man and finding his father lately he forgot about the world around him and lately Rhodey found himself acting as Tony's very own Jiminy Cricket. Well, even more than he usually did.

"How many Pepper Potts do you know? Jerk. Yes, she was crying. She's lonely and you've been neglecting her. Not that I've been any better," he added guiltily before Tony could interrupt. "I think sometimes we let her hyper fan girl exterior blind us to the fact that she's also very sensitive. I mean, she really liked Gene. Really. Liked. Gene." Rhodey spelled it out for Tony in case he didn't understand. Genius did sometimes equal social awkwardness. "She fell so hard so fast she had no time to process what was happening and his betrayal blindsided her even harder than it did you. Me, I almost expected it, deep down." Rhodey looked down sadly, realizing what he was about to say sounded incredibly trite. "I think he broke her heart."

Tony tapped his chest. "Mine too. Literally. In case you've forgotten."

Irritated, Rhodey reached out and flicked his best friend on the nose. Hard. "Focus for a minute, idiot. This isn't funny and this isn't about you. It's about Pepper. We need to make time for her."

Stark gave in because he knew Rhodey was right. "Okay, you win. We'll make time for Pepper. Starting tomorrow." The boy genius smirked thoughtfully. "But did you see that new girl, Wanda? Smoking hot. I should totally ask her out."

The other boy rolled his eyes. "Sure. Because she seemed real into you when you tripped in front of her. Actually, she seemed more into that other guy, Don Blake." Rhodey thought for a moment then looked at his friend. "I find their timing kind of suspect. I mean, they show up the very day you see two people spying on us during a fight. Sounds suspicious."

"Of course," Tony stood up and began to pace, rubbing his chin thoughtfully. "All the more reason to ask her out. For research purposes of course. I need to find out everything about her. Favorite food, favorite color, does she like action flicks, one piece or bikinis..." the sarcastic expression slid off his face when he saw the stonily serious look on Rhodey's.

"I was right about Gene, Tony. Maybe it's time you listened to my instincts."

"You're right," Stark abruptly sat back down again. "We should do a little digging. See if they are who they say they are."

"And if they aren't?"

In reply, Tony looked at the Iron Man and War Machine armor and then back at friend. "Then we go from there. You're right, Rhodey. We can't let something like Gene happen again. Especially not to Pepper."

I don't care any more. Really. I don't. Not about Tony or Rhodey excluding me from their little armored boys' club, or Whitney acting like the Ice Princess again. Or Tony drooling over the new girl. I care about that least of all. I don't want or need a boyfriend. Hey, the way things are going now I barely need friends. I barely have friends any more. That's fine. I survived until ninth grade without friends. I can be fine all by myself. Alone. Again. I'll survive. I'm a future SHIELD agent. I'm sure they're all tough. And fine being...alone. Oh, who am I kidding? After that incident on the helicarrier they'll never let me join.

Pepper sighed as she dug into her purse for her house keys. Her internal pep talk wasn't going too well so she gave it up. Tony was ignoring anything that wasn't related to school, finding his dad and Gene, or Iron Man lately and Rhodey, usually kind to a fault, seemed to have forgotten about her too. The only person who seemed to remember her was Happy and he treated her like he always treated her; like one of the guys. That itself was comforting in a weird sort of way.

Forget it. She'd never be as statuesque as Whitney or as depressingly, exotically gorgeous as Wanda Maximoff. She was and always would be "the cute girl with freckles", "the platonic female friend" and "spunky girl sidekick". The only contribution she seemed to make to Team Iron Man was Damsel in Distress or Accidental Saboteur. She wondered if she'd find anyone who would look at her the way she used to view Tony and later Gene; as someone amazing.

She finally found her keys with their secret decoder ring key chain and was working it in the lock when she heard a voice behind her. How could anyone have snuck up on her? Some SHIELD agent she was gonna be, so pathetically ambushed. She squeezed her eyes shut. It couldn't be real, it had to be her memory playing tricks on her. The voice was smooth and beautiful and perfect, like satin and chocolate given sound. Her body shook with either fear or rage or both and she forced herself to turn around and face him. This was so unfair.

Darn. She wasn't hallucinating. There he stood, amber eyes in that beautiful face, wearing his usual clothes and staring at her curiously.

Hey, he's not wearing his sunglasses. Why isn't he wearing his glasses? He looks weird without them. Wait, why am I worried about some frickin' glasses? He's gonna kill me! Or...kidnap me and use me against Tony. Not that Tony cares about me any more. Gene will kill me and Tony will be on a date with Wanda and won't even care.

"Pepper Potts?" Gene spoke mechanically, as if reciting a speech from memory. "Pepper, I need you," he told her as he reached for her.

Pepper throat was too paralyzed with apprehension to even scream.

She might not be able to scream but she sure as heck could run and that's what's Pepper Potts did. She ripped open the front door and slammed it behind her as she tore into the kitchen in search of a weapon. She dumped out several kitchen drawers before locating a marble rolling pin that had belonged to her mom. Brandishing it high over her head, she turned just in time to see her former friend step through her doorway.

"You should really have locked the door, Pepper Potts. It isn't safe for a lone young woman at night," he chided and she felt her anger begin to overtake her fear.

"Because of people like you, you...heartbreaking ring-stealing creep!" She swung blindly, the unfamiliar weight and her lack of fighting skills making her clumsy. Gene did not even try to counterattack, easily sidestepping the blows. "Please, I need your help. Allow me to explain."

"Explain?! Explain what? How you left Tony to die in the desert after taking his dad? Or how about all the times you lied to us and pretended to be our friend? I can't believe I ever...liked you!" Frustrated now, she began to fling silverware at him.

"Please, let me-" Gene continued to dodge but in a strange way her anger allowed her to focus and one out of every fifth projectile managed to hit him. "There's no need for violence, Pepper Potts."

"Of course there is! And stop calling me that!" she screamed at him. His voice sounded weird, like Mister Spock. "You're a manipulative, lying, cheating false friend who cares about no one but himself! You lied to us and then when you found out about Tony being Iron Man you tried to kill him and Rhodey! Why? Because they were no longer useful to you, or did you plan that from the beginning? Well?! Answer me!"

Gene warily eyed the heavy wooden cutting board she was now swinging over her head. "I will answer any question you have for me but first you have to calm down before you hurt your dwelling or yourself. Please."

"SHUT. UP." Releasing the projectile she was torn between triumph and horror when it hit him square in the chest, actually causing him to stagger. She smirked and opened her mouth to continue her pithy repartee when Gene flickered, his image replaced with a strange creature. Its body was mostly covered with a green bodysuit with yellow accents and yellow boots. The matching yellow cape had a high collar and a green skullcap covered its scalp. All she could see of its skin was its face and that was red. A strange jewel gleamed from its forehead and its eyes were stars.

The being glanced at itself ruefully. "Well, you seemed to have damaged my image inducer, Pepper Potts."

Pepper's last cognitive thought was that the ceiling needed painting.

"There is no need to pretend. I am already aware that you are regaining consciousness."

Well so much for that plan. Pepper blinked until her eyesight focused and noticed the thing had regained Gene's form. She snorted and sat up and found to her astonishment the intruder had organized her room while she was unconscious. She wondered if he'd also cleaned up the kitchen and decided he probably had.

"Well, aren't you a smart...whatever you are. Where'd you get that...image inducer?" She sighed and laid back down, one hand going to rub her forehead. Vertigo overcame her and she wondered exactly what she'd landed on when she fell. "Don't tell me it's more stolen Stark technology from the Vault."

"Stark? Vault?" The creature that would be Gene seemed puzzled. Its eyes went strangely flat as if accessing its hard drive. "Anthony Stark, heir to Stark International and a friend. Your internal database is quite impressive, Pepper Potts."

"Yeah well, even Dad says I can gather info and crack encryption faster than...HEY! Wait a minute!" She remembered that she was a prisoner, sorta. "What the heck are you?! How do you know my name and where I live? Why did you choose to look like...HIM?"

The alien looked down at his borrowed form, confused. "You do not care for it? Strange. From my analysis of your brain waves and memories, this is a familiar form, someone you are fond of."

"Were. Were fond of," he, or it didn't seem eager to kill or torture her right away so she felt relieved enough to act huffy. "He is no longer my friend and I don't want to be reminded of him. Go back that your natural form? What is that?"

"Forgive me. I sought to put you at ease." "Gene" once more became the strange multicolored humanoid, its natural voice strangely flat and mechanical without Gene's familiar intonations. "I am a synthetic humanoid. The closest translation of my name in your language is Vision. I was sent by my creator to observe human development with a minimal amount of interference. I scanned your brainwaves in an attempt to better understand human thought patterns. Your processing speed and data gathering skills are impressive. After completing my analysis, I decided to model my brain patterns after your memories and thoughts of Gene Khan. If I am in error, I will apologize and wipe my memory core and imprint upon someone else. I regret if I have disturbed you."

So. This guy isn't Gene at all, but some sort of idealized Gene I built him up to be in my mind. Great. I guess this is better than walking around New York as itself. Someone would shoot or dissect it in no time.

Vision moved towards the door as if to leave. Pepper leapt up despite her dizziness and grabbed its...his...arm. "Please! Don't go! I'm sorry, you just took me by surprise. But you didn't mean any harm right? I mean, being an alien robot and all, you couldn't know about earth customs. So...stay, okay? Even if it's just for a few minutes."

Pepper pointed at her desk chair and the android sat down. "So, um...Vision? Why me? I mean there's genius scientists running around this city and you chose me. Little Miss Spastic."

The synthezoid frowned at her; in thought or disapproval she couldn't tell. "You underestimate yourself, Pepper Potts. You are an intelligent human and your brainwaves are complex and flexible. As I have stated previously, your mental processing speed is in the top percentile for your race and your internal database of knowledge is extensive. Besides," his gaze focused on her. "You emotion I could identify with. I traveled several star systems to arrive here. My creator determined that a synthetic had a greater chance of surviving the long journey and bouts of inactivity better than a biological being. He was of course correct, but it was...difficult. Though I was provided with learning and entertainment material. I had no social contact for at least two hundred of your years. It was...difficult."

That's a long time to be alone. Lonely. He was lonely. And when that big brain of his sought out compatible brainwaves, the first he found was mine. And I know...better than most, how preying loneliness can be. You just need someone who knows how it feels to be neglected for so long. I think...we need each other.

Impulsively, she reached out and pulled the startled android to his feet for a hug, burying her face into his chest and was surprised to hear a heartbeat. "I understand. Two hundred years. It's a long time to be by yourself. But not any more. You have me now. And I'll be here...for as long as you need me."

Vision found himself smiling, the borrowed emotions aiding him as he stroked the short red hair. "And I for you, Pepper."

She glanced up at him. "You can stay. There's plenty of room in the basement. But if you see my dad, uh, an older male human, hide. Can you like...camouflage yourself or something?"

"I can become invisible."

"Perfect! So if you see or hear my dad, just become invisible. Oh! Your batteries won't go dead, will they? Do you need to eat? What do you eat? Do you sleep? Wow! An alien robot! This is so cool! Let me tell you all about Earth customs. We also have some encyclopedias on CD's which will help a lot with your observation. Are you going to film humans in their natural habitat, like the Discovery Channel? I'm not going to end up on some intergalactic version of YouTube, am I? Cuz that would be way embarrassing."

Vision let the questions pour over him, noting each one and calculating an acceptable response for each. Yes, Pepper Potts was a surprisingly complex human with remarkable data gathering and communication skills. He could see his time on Earth would be productive.

Pepper felt better than she had in weeks. She missed having someone to talk to and was pleasantly surprised to meet someone who not only didn't interrupt her once but seemed genuinely interested in her conversation.

"What's up with Potts? I mean, it was bad enough when she was acting all gloomy and depressed but now she's acting as if she's up to something and expects to get caught any minute."

Whitney opened her locker and exchanged her science book for her math book as she spoke, her tone managed to sound both sarcastic and concerned. Tony and Rhodey exchanged glances and went back to watching their red haired friend try to act nonchalant and cheerful as she walked down the hall. Which of course, made her look all the more suspicious.

"Hey, Pepper!" Tony waved at her. At least Nervous Pepper was a change over Sad Pepper. "How's it going?"

The atomic fireball squeaked and started as if she hadn't seen him standing there. "Tony! Um...hi! How are you? Hi Rhodey!" Her smile grew stilted when she noticed the other girl. "And Whitney."

Whitney managed a half-hearted wave while Rhodes gave Pepper his usual warm smile. Tony continued.

"Everything's cool. Hey, if you're interested, you're welcome to come over after school today and hang out. Or, we could go over to your house-"

"No!" Pepper all but shouted at him. She realized what she had done and hastened to add, "No, thanks. I'm kinda busy. I have an extra credit paper I need to write. Super busy. Plus, I'm thinking of taking a foreign language next semester. Chinese, I...think."

Whitney snorted. "And why would you do that? You'd be better off taking Spanish. It'd be much more useful for you in today's job market."

"I might take that too," Pepper was too distracted to notice she'd just been insulted.

"Maybe we could help..." Tony started but Pepper cut him off.

"No thanks! I'm fine! I totally have a handle on this. Rain check on the hanging out though. Bye!" The redhead hurried through the crowd before anyone could call her back.

"That was random. Looks like your groupie is getting tired of you, Tony. Time to recruit a new one." Whitney remarked. Tony laughed nervously while Rhodey just frowned.

"Looks like we're getting a taste of how we've treated her lately," the black boy's voice held censure and Whitney and Tony had the grace to look ashamed. "We'll take what's coming to us for now and try and see what's bothering her later."

The others nodded in agreement, each with his or her own thoughts.

"You should really take better care of your pets, Tony," Whitney chided teasingly. Stark didn't answer her, watching instead as Wanda and Happy walked past. The blonde seemed disgusted, beginning to empathize with Tony's "fan girl". "Or maybe you're auditioning for a new one." she told him and stalked off, Rhodey not far behind.

Tony tried to catch Wanda's eye but was ignored while Hogan tried unsuccessfully to flirt.

" was your Christmas?"

"To tell you the truth, I'm Jewish."