Disclaimer: I don't own Iron Man, Tony Stark, Pepper Potts or Jarvis. I don't own Kelly Flenderson – she belongs to Mindy Kaling and the creative staff of The Office– but I totally hijacked her character for my own evil ends. Mwahahaha.

Many thanks to spockside and miss steph for the mad beta-fu!

This was written for roboticonograph for the its always been 2011 Valentine's Fic Exchange on LiveJournal.

~*~The Sleeping Life of Pepper Potts by outtabreath~*~

It was at 6:15 AM on the second Tuesday after Pepper started sharing his bed that Tony Stark - clinging valiantly to the six inches provided him and covered by a very clingy, loudly snoring, red-headed furnace - decided it was time to take action.

"Pepper," he said firmly and loudly, shaking her.

"Arr, Ton, mmmm." Pepper grabbed him more tightly and threw her leg over his waist – normally something he would have vastly enjoyed - but at that moment? Not so much.

He spit out a mouthful of red hair and tried again. "Pepper," he said again, trying to maneuver them back towards the center of the bed.

Pepper snorted than snuffled, her leg tightening around him and her fingers digging into the tender flesh of his arm.

"Sweetheart," he tried again, pushing firmly at her leg.

"Noooo," she murmured, digging her nose into his Adam's apple.

"For the love of God, Pepper, please."

She pushed closer and he could feel the edge of his mattress dig into his left butt cheek. "Jarvis," he said desperately, "Time to wake us up." He didn't want to end up on the floor. Again.

"But it's not time, Sir," the AI protested very, very softly. "She has fifteen more minutes."

"Don't. Care," Tony gritted out as Pepper's leg slipped dangerously close to a very sensitive area.

"As you wish," Jarvis sighed, then turned on the lights and said, brightly, "Good morning, Miss Potts, Mr. Stark."

Pepper took a deep shuddering breath, released Tony and flopped onto her back. She stretched extravagantly and sat up, instantly awake and alert – a smile on her face and her eyes brightly shining.

"Good morning, handsome," she chirped, kissing Tony softly before climbing over him and padding off to the bathroom.

Tony watched her walk away with bleary eyes. This was karma, he just knew it. In his wild and reckless (and incredibly fun) youth, he'd viewed sleep as an inconvenience, something that got in the way of the good stuff: creating, building, sex, drinking, gambling. But after Afghanistan (and the bout of near-death from palladium poisoning and forty), he had a new-found appreciation for sleep and its numerous benefits. When he and Pepper had finally finally broken the completely unbearable sexual tension with, well, sex, he'd briefly entertained the fantasy of the two of them slumbering peacefully in each other's arms – spent and satiated after pleasuring each other into oblivion.

But karma had laughed and pointed and sent him The Pepper Problem instead. There was pleasure, oh yes, but very little peaceful slumbering. For him, at least; Pepper was sickeningly well-rested every morning despite spending the night flailing, cuddling and snoring the hours away.

Tony was distantly aware that the shower had started up; the instant it did, Jarvis broke into his reverie. "I have found several articles about sleep incompatibility, Sir."

Tony winced slightly. "I don't remember programming you to be a mind-reader."

"No, I learned that directly from Miss Potts," the annoying AI rejoined.

"I knew the two of you were plotting against me," Tony observed as he struggled to sit up and gave up, flopping dramatically back onto the bed. "And could you pleaseturn on the AC? What is it in here? A million degrees?"

"Paranoia is a symptom of extreme sleep deprivation," Jarvis said cheerfully. "And it's only eighty degrees Fahrenheit."

"It's like the surface of the sun," Tony disagreed, kicking wildly at the sheet and quilt that was slowly suffocating him. "And paranoia isn't a sign of sleep deprivation – you know the signs of sleep deprivation, seeing as how you and Potts always worried about how I didn't get enough sleep. Things sure have changed…" he muttered to himself, actual words morphing into disgruntled sounds as he flailed indiscriminately for a moment before settling into a comfortable position.

"Perhaps paranoia is not a symptom, Sir," Jarvis said coolly. "But irritability most certainly is. You should talk to her, Sir, that's what the articles say."

"No," Tony said immediately. "If I complain about how Pepper shares the bed, she won't, you know, share the bed, and I want her here."

"But you are exhibiting several signs of mild-to-moderate sleep deprivation, Sir…."

Tony rolled his eyes – stupid, naïve computer - then rolled onto his side and let his eyes drift closed.

Some indeterminate amount of time later, he was awoken by a fragrant, fully-dressed Pepper leaning over him. "Happy is picking you up at one," she said between gentle kisses to his face – his favorite part of their morning routine – "and you need to be showered, shaved and dressed. I left out the gray Tom Ford and the green tie that complements it perfectly." She straightened slightly and smiled fondly at him. "I can't believe you're still tired – we went to sleep so early last night."

He opened his mouth, not even a little bit sure what he was going to say in response, but Pepper leaned down and forward and captured his lips with hers and the world narrowed to her mint-flavored mouth.

"I'll see you at one-thirty. Sharp," she ordered against his mouth as the kiss ended. "And don't spend all day in bed."

"Oh, no, Miss Potts," Jarvis interjected. "Mr. Stark has research to do today."

Tony glared at the ceiling as Pepper looked at him, a bemused smile on her face. "Super secret project?"

Tony nodded sharply and sat up, trying to get one more kiss out of her. She adroitly avoided his lips and stood, smoothing out the blue suit – Dolce or Prada, no doubt – and settling the mantle of Virginia Potts, CEO, around herself.

"You're pretty," Tony noted.

"And so are you," she replied. "One-thirty. Don't be late."

Tony watched her ass appreciatively as she strode out of the room.

"Talk to her," Jarvis prompted again.

"No need," Tony disagreed, springing from bed, suddenly full of energy. He loved solving problems and in the grand scheme of his life – super computers; super suits; smart weapons; stupid villains; villainous paparazzi - The Pepper Problem was going to be a piece of cake. "I'll fix this on my own."


The first article from, oh God, a website with the improbable handle of kellyonlove -was…for women, something Tony pointed out loudly to Jarvis.

"Kelly Flenderson is a nationally-renowned relationship expert, Sir. Oprah loves her."

"Oh, if Oprah loves her," Tony muttered darkly.

"You can easily replace the male pronouns with their female equivalent," Jarvis chided. "It is uncanny how each of Miss Potts' nighttime habits is covered in the article."

Tony gritted his teeth and stared the article down. Jarvis was not entirely wrong – it was as if Kelly Flenderson, M.A., LPC had looked into their bedroom and seen what Pepper did every night in her sleep.

Tony pulled a mostly blank piece of graph paper towards himself and wrote – in block letters – THE PEPPER PLAN across the top of it. He looked at it and nodded to himself.

"How very secure," Jarvis said drolly, with perhaps a bit of hurt in his tone.

"Pepper has a way of talking you into giving up secrets," Tony noted as he spun the pen between his fingers. "I can shred this."

Jarvis huffed.

Tony read through the article again, making notes as he went. Fifteen industrious minutes later, he leaned back and smiled triumphantly. He had a eminently workable plan:


Problem: For the first time in my life, I want to sleep and I want to sleep with someone but Pepper just doesn't know how to share a bed.

Solution: A bigger mattress – too suspicious. Pepper will want to know why.

Real Solution: Lots and lots of sex - athletic sex that will tire Pepper out – she likes dirty talk, so egg her on – reverse cowgirl (I like to see her face) – so she has to do all the work and will pass out. Win-win: she gets to have lots of sex with me – I get to have lots of sex with her (and watch all the hot bouncing) and we'll both be tired out. I won't even notice – or care – about the other stuff.

"Oh, very good, Sir," Jarvis intoned insincerely.

"What? It'll work."

"Might I point out two flaws in your otherwise flawless plan?"

Tony looked over the paper. Flaws? There were no flaws. "You can try."

"One, you and Miss Potts have…indulged each other a great deal since, ahem, the shift in your relationship."

"Yeah we have," Tony chuckled.

"Without any discernible effect on Miss Potts' poor bed-sharing habits."


"And there will be five days a month where, ah, this solution may not be feasible."

Tony frowned at his neatly written, well thought out plan. "I'm still willing to try it, Jarvis."

"Of course you are, Sir," Jarvis said soothingly. "But perhaps further exploration of the issue would be best."

Tony sighed and scanned the article again. "I suppose there are some other ideas worth trying…," he murmured.

"As always, Sir, your intelligence and open-mindedness is an inspiration to us all."

Tony thought about shooting back a witty retort, but decided to just accept the compliment – as insincerely as it was no doubt meant – and bent his head. He crossed out "Real Solution" and wrote "Step One" above it – it was still a spectacular idea.

He spent several satisfying moments thinking about all the wonderful ways he was going to wear out Pepper.

"Sir?" Jarvis prompted.

Sighing, Tony refocused on the plan.

Step Two: Hide a long pillow under the bed – one of the really long ones. What are they called? WHAT ARE THEY CALLED?

Step Two A: Figure out what those pillows are called.

"Body pillows, Sir," Jarvis clarified. "I've found a website for them and am ordering now."

"Good man," Tony said and then reapplied himself to The Plan.

Step Three: Breathe Right strips. Once she's asleep nothing wakes up her up short of Jarvis turning on the lights so I can stick one on her nose and stop the snoring. (Must figure out way to have her checked out by doctor so as to rule out any medical stuff. Don't want her getting sick on me.) Have Pe...no...Happy no, he'll tattle - Rhodey no, he'll ask stupid questions until I get him drunk and shut him up. Will have to buy them myself.

Step Four: Find out where to buy Breathe Right strips.

Step Five: Create a disguise (cowboy hat and cowboy boots. Tight jeans. Black shirt. Can also wear when preparing to tire out Pepper. She has that strange Garth Brooks thing so she'll totally be too overwhelmed with lust to ask questions) so I can buy them without ending up on TMZ. Pepper will definitely know something's going on if I'm caught in a store buying something that isn't condoms or Red Bull. Or lube. Or sex toys.

"Or I could just order them, Sir. I have a we-…."

"Nope," Tony said quickly, shaking his head. "Disguises. Intrigue. Adventure. I'm going to…."

"CVS, Sir."

"CVS." He rolled the letters around in his mouth like a fine wine or an even finer woman. "In a disguise. Find me a disguise."

"Of course, Sir."

With Jarvis occupied, Tony returned to his work.

Step Six: Re-program Jarvis so he turns the temperature down at night. I can't sleep on the sun anymore.

"Or you could ask me, Sir," Jarvis said chidingly. "Once Miss Potts is asleep I'll be happy to lower the temperature of the room."

Tony smirked. Jarvis hated when he threatened him with reprogramming – said it took weeks for him to "feel right again."

Step Seven: SLEEP!

"Flawless," Jarvis said.

"Damn right," Tony said, adding a few words to step seven:

Step Seven: SLEEP! Triumphantly! I rule!

Z z Z z Z z Z z Z z Z z

"Amazing," Pepper said as they lay side by side, panting out their releases.

Tony smiled smugly. It had been amazing – Pepper had been very, very good – all flushed and bouncing bouncing bouncing – and he, of course, had been fantastic.

"Really amazing," she said again, her eyes drooping slightly.

Step one. Accomplished!

"We're always amazing," Tony said gently, rolling towards her so he could card his fingers carefully through her sweaty hair.

"But that was particularly amazing," Pepper persisted; she was still sprawled on her back and looked deliciously spent…tired…exhausted…ready to drop into a heavy, motionless sleep.

She took a deep breath and Tony watched, enraptured, as her flushed skin moved up and down. "Singularly amazing, even."

Tony frowned slightly. Those were awfully big words for her to use when she was supposed to be spent from spectacular sex and close to exhausted and non-groping/squeezing/bed-hogging sleep. He went up on one elbow and peered down at her face searchingly.

She stared back at him, her eyes a little unfocused and her mouth hanging open slightly. "What?" she asked, slurring the t slightly.

"Nothing," Tony said quickly. "Are you tired?"

She rolled from her back to her side and stared at him evenly. "Yes."

"Really really tired?"

"Yes," she said slowly, drawing the s out. "You wore me out, Tony – I'm done for the night - talk to me again in the morning."

"That's not what I meant," he stammered, though once the words left his mouth the realized that the idea did hold some appeal: wearing out Pepper completely - productive and fun.

"Then why-?" Her eyebrows drew together over eyes that were sharpening by the second. He had to stop her from thinking and waking up and he had to do it fast.

"Because I'm tired," he said, flopping back down and maneuvering her into the middle of the bed. "Really tired." He yawned showily. "Jarvis, lights."

"Okay," she said suspiciously and sleepily – more sleepily than suspiciously. Pepper was amazingly habituated: lights out and she was well on her way to sleep; lights on and she was wide awake.

"Night, Potts," Tony whispered, kissing her forehead.

She made a happy noise and patted his hip before snuggling close to him, pressing her nose into his clavicle. It never ceased to amaze him how such a cute nose, how such a pert, button-like nose could digso painfully into bone and skin. He eased back slightly and began to rub her back, tracing soothing circles with his palm. She sighed and melted against him, her breathing evening out into a familiar pattern.

He counted to twenty then gently eased away from her, sliding stealthily to the edge of the bed. Once there, he gingerly rolled onto his left side and fumbled beneath the bed until his hand closed over foamy softness; he pulled out the body pillow (a Tempur-Pedic dutifully ordered off the net by Jarvis) and thrust it between himself and Pepper. She didn't move. Next, he retrieved the Breathe Right strips (procured after a thrilling adventure involving a disguise, CVS and a very disaffected, bored and unhelpful teenaged employee of the same drugstore) and carefully removed one from its packaging. His movements were sure and deft; he'd practiced on Dummy. In the workshop. In the dark.

He'd gotten very good at it and Dummy had trundled around with plastic strips all over him for a good ten minutes before Tony was able to tackle him and take them off again.

Very carefully and very quietly, Tony eased back towards Pepper. He rested his arms on the pillow (it was firm and supportive and warm – basically, Tony Stark in pillow form) and eased the strip onto Pepper's nose.

And poked her in the eye.

Within seconds, she had bolted upright, calling for the lights and holding her hand over one eye pathetically. With her one good one, she took in the pillow wall between them and the remnants of packaging held damningly in Tony's fingers.

"What the hell, Tony?"

"Okay," he said, sitting up and pushing the sheet down to his knees – maybe the Stark Shaft and adjacent areas would distract her – and trying very hard to look innocent. "It's just…."

Her one good eye – God he hoped he hadn't poked the other one out; Fury would never let him live it down – dipped briefly to the nicely displayed assets, then back up to him. "Don't say anything for a minute, Tony. I mean it."

He snapped his mouth closed while she took a deep breath and slowly removed her hand from her eye – thankfully still intact and still very blue. As her hand drifted down it brushed against the strip on her nose. Her brow furrowed, her eyes narrowed and she ripped it off. She looked at the packaging in his hands and the adhesive in hers.

"Explanation now, Mr. Stark."

It took ten seconds for Tony to decide that openness and honesty, in this case at least, was probably the better part of valor. "You're the teddy bear from hell…I mean heck…the teddy bear from heck."

She took a deep breath and shook her head slowly. "I asked for an explanation, Tony."

"That is the explanation, Pepper. You're awesome and I love having you here but, dude, you do not know how to share a bed." Now that he had the fire of sleep deprivation and web-based psychology fueling him, he was ready to lay it all on the line. "You're a snorer. And a clinging vine and a furnace."

She blinked slowly, deliberately. "I'm what?" Her tone was incredulous.

"A snorer, a clinging vine and a furnace and Kelly Flenderson says…."

"Who is Kelly Flenderson?" she demanded.

"Jealous?" he grinned, momentarily derailed – he liked when Pepper was jealous – it made her more human and approachable and, quite frankly, Tony-like.

"Just asking," she said, very obviously trying to keep her cool. "Not jealous."

"She's some relationship guru that Oprah loves…."

"Well if Oprah loves her."

"Just what I said," Tony nodded, "And she wrote an article on sharing your bed with people that don't share beds well and how to save your relationship with them."

"You read an article about relationships?"

"Jarvis made me."

"Mr. Stark was mildly-to-moderately sleep deprived," Jarvis chimed in. "It was an article about bed sharing. He took notes."

"No, I didn't," Tony lied, shaking his head slowly. "No notes. Just reading. There is definitely no notes or plan written down anywhere in this house."

Pepper held up a quelling hand. "So, I am to understand the following: that I am a clinging furnace who snores and you read an article and poked my eye…."

"I was trying to put on a Breathe Right strip on you. To stop the snoring."

"And you bought this pillow…."

"A Tempur-Pedic – for you to squeeze. Instead of me. I mean, I like the squeezing, but you're strong and sometimes I can't breathe."

"And I'm hot."

"Very. And you throw off heat like the sun, so two problems solved with one pillow." Tony motioned at it and smiled in what he hoped was a disarming manner.

"And you did all of this to save our relationship."



"I like this," he waved between them. "And I don't want to end up in separate beds. I like having sex with you at night and I like talking to you until you fall asleep. I love snuggling up with you, until you turn into the teddy bear from hel-ck, and morning sex – morning sex is really good. I like that the sheets smell like you and I like those mornings that you have to go to the office and I don't because you kiss my face all over…and if you weren't here, none of those things would happen."

She smiled, widely and glowingly, but her tone was still chiding when she said, "You could've just told me, you know."

"Exactly what I said, Miss," Jarvis piped in.

"Not helping, Jarv," Tony interjected, staring winsomely at Pepper instead of glaring at the ceiling. "I just told you that I like you in our bed – why would I say something to you that would make you leave it?"

Pepper stared at him silently for several seconds before she picked up the pillow and placed it behind herself, then she held her hand out to Tony. "I'll put this one on."

Tony handed over the item and watched as she very carefully applied it to the bridge of her nose.

"Right?" she asked when she was done; he nodded.

She handed him the debris and eased back down onto the bed and glanced meaningfully at Tony's pillow; he dropped the trash on the bedside stand and settled himself down so he could look at her.

"Look," she began, her fingers tracing the outline of his beard, "I know that you're new to relationships – but the bottom line is that they take work – if there's something that I need to work on, you need to tell me so I can try and fix it."

"You won't get mad?"

"Not if you're diplomatic. If you think before you speak, say it out loud to Rhodey or Jarvis or Happy, listen to how it sounds and make corrections, it'll be okay."

He searched her face and saw only honesty there. "Okay," he said finally. "I will."

She smiled and ran her fingertip across her lips. "And, of course, I'll do the same."

"Same what?"

"Think before I speak and be diplomatic when I need you to work on something."

He sat upright. "What? I don't need to work on anything. I am a perfect specimen – the ideal man – People's Sexiest Man Alive twice and among the Top Ten Most Eligible Bachelors in many publications – including European ones. And two in Japan. I was the winner of Malibu Beach's Wet T-Shirt Contest three years in a row…."

"And you drink too much Red Bull and get stuck in your head and are still feeling your way through this stable-ish…."

"Just stable," he corrected, subsiding back into her arms.

"Relationship," she finished, kissing his nose. "And you're doing well."

"No complaints?"

She shook her head slowly. "Nope. Jarvis, lights, please."

She rolled over and embraced the pillow; Tony pressed himself against her. He'd tell her in the morning about the sleep study he'd set up for her. Or he'd tell her in the afternoon - the mornings were really busy.

He'd definitely have Jarvis tell her by dinnertime.

Z z Z z Z z Z z Z z Z z

Ten days later….

The AC was humming gently in the background and Tony could hear the waves far below – Breathe Right strips were a miracle – and he was drifting off, lulled by Pepper's gentle, soft breathing and the warmth of her body pressed – chest-to-chest; head to toe - slightly against him.

This was what he wanted. What he needed. What he had researched and worked and talked to achieve.

Then Pepper grunted and drew her knee up sharply and it was only with speed and skill born of pure self-preservation that Tony prevented her from kneeing him in the groin and ruining any chance of some lazy morning sex.

"Pep," Tony whispered, her knee caught firmly between both of his. She mumbled something he was pretty sure was meant to be his name and pressed her nose into his cheekbone. Her fingers began squeezing his bicep and his eyes watered.

"Pillow, baby," he said through gritted teeth, gently prying her fingers from his arm and guiding her onto her side. She snuffled and grabbed onto the bolster with her arms and legs and settled down immediately. Tony grinned into the dark, turned on his side and rested his hand on her hip.


And, in the infinite vastness of the worldwide web, a comment was posted on a message board on a site with the domain name kellyonlove: You, ma'am, are a genius – and I know a genius (he has taken several tests – some of them to measure his IQ – and has scored well on almost all of them: he, of course, maxes out the WAIS; has, thankfully, passed every blood test; and has protested the results of the personality testing ), so I am fully qualified to call you such. I had despaired of my colleagues working out their sleep compatibility issues – but this article truly saved their sleep and my sanity. Sincerely yours, JS in CA.