Title: Five Times Tony Stark Proposed and One He Didn't
Fandom: Iron Man I & II
Characters/Pairing: Tony Stark/Pepper Potts, James Rhodes, Happy Hogan
Category: Humor, Angst, Romance, Drama
Rating: NC-17, eventually
Word count: 1,887
Summary: The first time that Tony Stark proposed to Pepper Potts, it was...unexpected.
Spoilers/Timeline: This one takes place before the first movie, but as a whole it moves forward in time. No Iron Man III spoilers/speculation though.
Disclaimer: All characters (Tony Stark, Pepper Potts blah blah etc.) and situations belong to Marvel Comics, Disney, etc. I'm not them. Also, Star Wars. Wtf?
Beta: Many thanks to infinitlight for taking a look at this for me. I was having a definite case of the new fandom jitters and her help and opinion was greatly appreciated. As was her fixing of all my commas. Commas hate me.


The first thing Pepper Potts saw when she walked in Mr. Stark's bedroom was the brunette. That, in itself, was not unusual. Mr. Stark's enthusiastic appreciation of the female form was legendary. The second thing that Pepper saw was Colonel Rhodes. To be fair, it wasn't the first time in the short weeks of her tenure as Tony Stark's personal assistant that Pepper had arrived at the Stark residence early in the morning to find Colonel Rhodes passed out and draped over some piece of Mr. Stark's furniture. Or just lying curled up on the floor.

But it was the first time that Pepper had found him in Mr. Stark's bed.

Of course, Mr. Stark himself was still nowhere to be found. The brunette - well, black-haired, be-wigged woman, if Pepper was being specific about it - shifted in bed. Her arm sprawled across Colonel Rhodes' bare chest and her face was nuzzled up against his ribs, although still completely obscured by her blunt, dark wig. The comforter was pulled over them in a manner that both looked hasty and barely did anything to cover Colonel Rhodes' naked form. One of his legs sprawled out from underneath the comforter, while the woman's blunt but well-manicured nails peeked just out from beneath it as they dangled off the other side of his chest.

Pepper's first instinct was to back quickly - and in horror - out of the room to give them their privacy. Her second thought came right on its heels. This one was more cognizant of the fact that a large portion of her duties as Tony Stark's personal assistant seemed to be as his keeper. It was certainly a position no one else was seemed willing to volunteer for. Pepper was determined to take it just as seriously - and do it just as well - as the rest of her job. That meant knowing where Mr. Stark was at all times. It didn't mean holding his hand when he went to the bathroom or curtailing an impromptu trip to Tijuana because he had a very important board meeting in the morning. It did mean that when he disappeared to Tijuana and got so blitzed out of his mind that he didn't know his own name - much less the names of any of the bevy of blondes, brunettes and redheads likely to be hanging off his arms - Pepper would be there to watch his back and make sure nothing happened to him. Then, when he was ready, when it was necessary, Pepper would bring him back home safe and sound.

Pepper refused to be intimidated into doing any different. The only reason that she had relented the previous night was Colonel Rhodes' presence. It wasn't that Colonel Rhodes was a calming influence, but he was more obviously grounded in reality than Tony. Of course that statement could be applied to almost anyone Pepper had ever met...

And it was time to stop stalling. Mentally girding herself, Pepper spoke, making certain that when she did it was a calm, confident tone. As if she woke her boss' best friend and his...companion from sleeping in said boss' bed - having done who knows what in it - all the time.

"Colonel Rhodes. James. Where is Tony? Did he spend the night somewhere else last night?" Pepper had already checked the workshop on her way up and while there were other bedrooms, spare rooms aplenty, Pepper doubted that Tony would give this room up for Colonel Rhodes. This was his real master suite, not the one where he most often entertained company.

Pepper could see Rhodes struggling to open his eyes, first one and then the other. He flinched just as quickly as he managed to get them open.

"Tony's..." Rhodes waved his arm, or tried to, only to find it pinned down by the sleeping woman beside him. "He's sleeping it off, Pep. Can't you see?" His words were slurred with sleep or alcohol or perhaps both. Pepper couldn't tell but it didn't really matter which because Rhodes still wasn't making any sense. And now Pepper was starting to worry.

"No, I can't see, James." Maybe if she repeated his name enough times, spoke slowly and definitively enough, it would get through to him. Sometimes it worked with Tony. Okay, it hadn't yet but Pepper kept hoping. Maybe one day. Something had to or she might just lose her mind. "Can you show me? Did Tony come home with you last night? Did Happy drop you off?"

"Un-Happy." Rhodes lifted his head blearily and let out a little giggle. "Very un-Happy. Tony sent him home early in the evening."

It took Pepper a moment to catch his meaning. She stifled the urge to shake her head or roll her eyes. Rhodes wouldn't notice in his condition but it was a bad habit to get into, very disrespectful of her boss. Pepper suspected if she started rolling her eyes at Tony Stark's antics now she may never stop. One day, if Tony ever deigned to notice it, it might just get her fired. She was far too much of a professional for that.

"So where is Tony, Jim?" Maybe if she only asked one question at a time. Very slowly.

"'sleep." Only it came out more like "schleep".

"Asleep, where?"

Rhodes just blinked at her several times and let his head fall back to the pillow.

"James." Pepper took several urgent strides closer to the bed. She thought she might have finally been getting somewhere. She couldn't afford to lose him to sleep now. Pepper touched his shoulder. It was slightly cool beneath her fingers...and the shape of the hand that fell gracelessly off the side of Rhodes' chest was all wrong. The hand itself was extremely hairy. Involuntarily Pepper leaned down for a closer look.

She jerked straight back as the fingers twitched in a motion that was becoming as familiar to her as her own breathing. Tony without something in his hands was a Tony who could not be still. He was forever reaching for something.

"Tony!" Pepper squeaked as one thought connected with the other. Immediately Pepper slapped a hand over her mouth, disbelief warring with horror. She had guessed within the first five seconds of meeting Tony that responding to him with more than mild anything would result in Tony immediately having won. And would most likely result in him running roughshod over her until she was fired or quit because she was unable to take it any longer. Her startled outburst had violated that unspoken rule.

"Potts." Tony's voice was both muffled and slurred but was still unmistakably his. "Go 'way." The amount of whine that he managed to put into his tone should still be impossible out of anyone but a five year old, Pepper was certain.

Tony rolled over, the arm that had been flung across Rhodes' chest coming up to cover his eyes. She thought he might be trying to look at her from beneath it. "What're you doing here?"

"It's 10 AM on a thursday morning, Mr. Stark. I'm here to discuss your upcoming meeting with the board of directors - and Mr. Stane." Maybe mentioning Obadiah would do the trick.

"'s too early. Tell them to come back next week."

Or not. Really, it was the lipstick that was breaking Pepper down. It was smeared across his lips - and not like some bimbo had left it there - but rather that it had been applied by an inexpert hand. What was not in her job description was judging, or speculating for that matter, and this came dangerously close. It was only normal to wonder a little - and boy, could Pepper not help but wonder about a plethora of things - when she found her boss in bed with his best friend dressed in a woman's Twenties' flapper wig, what she was pretty sure was a mini-skirt peeking out from beneath the comforter, and the remains of last night's makeup. But she certainly wasn't judging.

Except to note with a critical eye that whoever had done Tony's makeup had at least picked a good shade. She had never really noticed his lips before. They looked like good lips. Firm. Soft, in just the right way. Kissable.

"I think you broke her." Rhodes' words jarred Pepper from her train of thought.

"Not likely, Colonel." Pepper said calmly. Okay, she had checked out of the conversation there for a moment, but she wasn't down and out yet. What Tony didn't know couldn't be used against her, and the day that a hungover, still mostly asleep Tony Stark could pull one over on her had still not come around yet. Pepper re-focused her attention on Tony. "Unfortunately given your current calendar, I don't think that's going to be possible, Mr. Stark."

Tony groaned. "C'mon, Potts. I'm dying here."

A condition which he had no doubt brought upon himself. Pepper sighed. A tiny one. She was not rolling her eyes. "I suppose the board meeting could be pushed back a few hours, Mr. Stark."

She still couldn't see his eyes, but there was no mistaking the grin that flashed across his face.

"You're the best, Miss Potts," Tony called out to her retreating back as Pepper left to contact the assistants of all the various and sundry board members. It wouldn't be fun, but if they weren't used to Tony never being on time by now... "How about some breakfast?" Tony added. "Maybe from that place that makes that french toast. With the real vanilla beans."

Pepper froze, her attention catching on a pair of boxers that lay on the floor in front of her. White with pink hearts. Tony's or Colonel Rhodes'? There was a smear of pink on the elastic waistband. "That place is in New York, Mr. Stark."


The same pink as... "The board meeting is here in Los Angeles," Pepper stated the obvious.

Tony threw the covers out of bed and rolled to his feet, coming to stand with his hand on his hips. "Yeah." He wrinkled his nose. "I'm hungry. Make it happen, Potts."

Pepper couldn't help the way her eyes flicked from his bare feet, up his stockinged calves to his impressively muscled torso and finally stopped on his face. And a very familiar shade of pink.

The urge to laugh welled up within her again. It was all Pepper could do to nod and turn away to flee the room while she still could. She caught one last glimpse of Tony stretching his arms wide, up in the air before she fled the room.

When Pepper got the location of the meeting changed to New York, ostensibly because it would be more convenient for several of the board's longest serving members who were getting on in years, and the time changed to late afternoon, Tony actually seemed to take notice and be pleased. Pleased in a smug, nothing-less-than-how-it should-have-been way, but pleased nonetheless.

And when Pepper arranged for those waffles to be waiting for Tony when he walked off the plane in New York several hours later, well, she received a note in Tony's blocky, familiar handwriting that simply said, "Marry me, Potts."

It was signed with a lipstick kiss.