A/N: Set sometime between the first and second movie, I think. :)


Pepper stalked down the stairs, pulling up short at the base to tap her code into the wall panel. The door opened with a beep, and her heels clicked angrily on the concrete floor as she strolled towards her boss.

"Mr. Stark," she said sharply.

"Uh oh," she heard him mutter, and he reluctantly pulled himself out from underneath the car. "What's up, Potts?" He sat up, wiping his hands on a nearby rag. The rag was dirtier, and his hands smudged black. He didn't notice. Pepper didn't comment.

Instead, she flashed a thin packet of papers in front of him, "What the hell is this?"

Tony barely glanced at it. "That appears to be the final result of a tree smashed into pulp."

Pepper narrowed her eyes. His grin told her he was quite pleased with that answer, but she was less than impressed, "Not the paper, Tony. The writing. You're trying to give me power of attorney over you and your estate? Are you insane?"

Tony raised an eyebrow, leaning casually against the car as he looked up at her, "According to the tests, Ms. Potts, I'm quite the opposite. Some have called me a genius, actually."

"Tony," she snapped.

"Yes, Pepper, I intend to give you power of attorney. Why is that a problem?"

Pepper dropped the packet onto his desk, pacing towards the workshop's door. After a few steps, she spun and stalked back to him, "It's a problem because of all the people you know, I'm the most qualified? What about Rhodes? Or… or… hell, even JARVIS would be better!"

Tony chuckled, pushing to his feet, "You know, I tried JARVIS, but apparently the agent has to be human. I'm filing a lawsuit for discrimination, but it could be years before the case is heard."

"That's not funny, Tony," Pepper folded her arms. "I'm not going to sign these documents."

He frowned, "Come on, Potts, what's the big deal? You already handle almost every aspect of the business anyway. You're the absolute best choice to run Stark Industries after I'm gone, and you know it."

"Don't," she held up a hand, glaring at him. "Don't pretend like this is as easy as choosing where to eat for dinner."

"Hey, that takes me hours sometimes. I'll start debating, and before I know it, it's time for breakfast."

"Tony, please," Pepper rubbed her temples and said, "I can't be responsible for your family business if, if, something happens to you. I'm not an engineer, or a genius. I handle public relations—Stark Industries would go nowhere with me."

He stepped closer to her, putting his hands on her arms, "I wouldn't have picked you if I didn't think you were up to the task. Tell me I'm wrong. Tell me you wouldn't be the best damn thing that ever happened to Stark Industries."

"I…" Pepper faltered, looked away. "Tony, I can't be the one to decide when it's time to take you off life support. I can't be the one to pick up the pieces if you…" she broke off, swallowing hard. When she looked back at him, and her eyes held the familiar determination usually associated with Pepper Potts. "Pick someone else. Please."

He watched her carefully, then took a step back, nodding minutely. He raised his voice and said, "JARVIS, draw up new paperwork. Give power of attorney to Rhodey."

"Yes, sir," JARVIS intoned.

Tony looked back at his personal assistant, giving her a slight smile, "Will that be all, Ms. Potts?"

Her voice was carefully professional, but he could see the gratitude in her eyes as she said, "That will be all, Mr. Stark."