Author's note: No, I haven't forgotten about Valkyrie. I've been tied up in a couple of projects, mainly an original-fiction novel that's been beating me across the head and shoulders for the last several months. I'll try to stay on top of my fanfiction a little better in the future.

Author's Other Note: I saw Iron Man 3 after starting this fic, and decided to incorporate a few elements left hanging from that movie. If you haven't seen it, light spoilers lie ahead.


::Six Months Later::

Tony Stark leaned closer to Virginia "Pepper" Potts-Stark as the pair of them regarded a target. Already he was so close that she could smell his aftershave, standing directly behind her with one of his toned arms curled around her waist and the other guiding her right arm.

"Those kickboxing lessons have been paying off," he remarked, giving her waist a small squeeze.

"I should think so," Pepper returned. "I've been working my ass off."

"I sure hope not," Tony said, mock-horrified. "That's a very nice ass. The world would be worse off without it."

"Tony!" Pepper's tone was chiding, but her laughter took a lot of the edge off it.

"Now, look through the eyepiece," he instructed. "JARVIS will help you aim, but for now you'll need to establish line of sight."

Pepper focused on the target, as the AI that Tony had designed zeroed in on the red bull's-eye on the target. It was a bit difficult, considering how aware she was of Tony pressing gently against her back. She glanced over at the metal framework that encircled her palm - a preliminary test module, really. She was nervous about the idea of having her own powered armor, but Tony had insisted.

"Don't look at the glove, look at the target," Tony chided, and she shifted her attention back. Within seconds, the cross-hairs in the eyepiece zeroed in on the center of the bull's-eye.

"Okay," Pepper said, "It's centered."

"Fire at will. Don't worry about the recoil, I've got you."

She fired a blast from the repulsor that sat at the center of her palm. She thought she would be ready for Newton's Third Law in effect, but the kick was enormous, knocking her back into Tony with a force that suggested that she would otherwise have landed on her butt on the floor. Tony's arm tightened around her waist as the recoil left her breathless. Pepper put a hand to her brow as she tried to get her equilibrium back.

"Okay?" Tony asked.

"Ugh. My arm's gone numb." Pepper rubbed her shoulder.

"That's perfectly normal," Tony assured her. "Once I get the full gauntlet built, I'll install inertial dampeners that will get rid of a lot of that. On the bright side, this test run will help with the calibration." He pointed. "Besides, you didn't do all that bad for your first try."

Pepper looked at the target, and saw that half of it was raining down in splinters some distance back. She managed a small smile.

"Tony, I'm your wife and business partner in Stark Industries, not one of the Avengers. I don't see why I need my own suit of armor."

Tony tipped her chin up so she met his gaze. His own expression had a level of earnestness that she seldom saw in public, but had seen more and more in the year and a half since the Avengers' first real mission in Manhattan.

"Pepper, I need to know that you'll be safe," he said. "I need to know that if anything happens to me, or to Rhodey, that you'll still be okay." Pepper had become familiar enough with Tony's surprisingly subtle moods to see how worried he was about the prospect of her being a civilian, alone, in a world that had been visited and nearly conquered by alien beings. And then there was the thing with the Mandarin...

"You said the Avengers Tower had state of the art security," Pepper said.

"It does," he conceded, "but I haven't quite figured how to shield it from some of the wonkier physics that have come into play. Here, let me get that off your hand for now. Hold out your arm." She did so, and a number of robotic appendages reached down and disassembled the delicate frame.

"By wonkier physics you mean the Tesseract, right?" She'd been briefed on the implications of Tesseract technology, at Tony's insistence, but she'd only been cleared for what Tony called the Complete Idiot's Guide version.

"Not just the Tesseract," Tony said. "If I know about it, I can prepare for it - but you and I both know that there's a lot of things out there that not even the smart guys in astrophysics know about." He didn't need to mention the unknown terrestrial threats that went alongside the extra-dimensional ones. "Your armor will be a lot like the other ones I've built… but customized for you. Lighter, with motor-assist servos to help you move. That way, if someone brings the fight to you, you don't have to wait to be rescued. Okay?" He kissed her on the forehead, and she hugged him. They stood there in each other's arms for several moments.

"Sir?" JARVIS said.

"Oh, God dammit," Tony grumbled. He'd occasionally complained about JARVIS's wayward "cockblock subroutine" and how he needed to find it and delete it someday.

"You have a phone call from Director Fury."

"Tell him I'm busy."

"He insists, sir."

"Well, insist back. Who programmed you, him or me?"

"You did, sir, but SHIELD did add a number of security features, as you may recall."

Tony groaned, and then smiled brightly in a way that ended somewhere below his cheekbones, and turned to one of the viewscreens.

"Put him through," he said, sounding a lot less enthused about the call than his face would indicate.

Nick Fury's face appeared on the viewscreen.

"Hey, Nick, what's up?" Tony greeted him. "I'm kind of up to my elbows in a project here."

Nick Fury's gaze flicked briefly over to Pepper. "I can see that. I think you'll want to hear this, Tony. You alone."

Tony glanced at Pepper. "Honey, JARVIS has a lot of the design features and possible paint colors on the computer in the next room. He can help you pick out the girly stuff, okay?" He kissed her on the cheek.

She nodded slightly, understanding. She wasn't generally privy to the important SHIELD affairs, as the prevailing belief was that less knowledge would protect her.

Bull crap. Less knowledge left her fearful of what might happen. Nothing that happened in real life could be as terrifying as what her own imagination came up with. Even so, she retreated to the next room, where Dr. Banner was working on some project or another for Tony. He nodded to her, so polite that she could almost pretend that the Other Guy didn't exist.

"Hi, Bruce," she greeted him.

"Miss Potts," he replied. "Tony chase you in here?"

She smiled, by equal measures amused and frustrated. "He… wanted me to take a look at the design for the suit he was building for me." She shrugged helplessly. "I mean, it's a nice thought, but…"

Banner smirked. "But it reminds you that you're a civilian among superheroes."

"A little, yeah."

"Well, being special isn't all it's cracked up to be. Trust me on this."

Pepper winced; Tony said he'd managed to mitigate a lot of the more incendiary side effects of the Extremis dose she'd received a while back, but of course even he couldn't guarantee he'd gotten rid of everything. So, like Dr. Banner, she'd spent her free time working on focusing the remainder. The kickboxing helped, even if she occasionally ruined a punching bag from time to time. "So… the design?"

"Right over there," Banner said, pointing to another viewscreen.

There she found an image displaying the basic powered armor design. It looked like the standard Iron Man suit, but with some basic concessions to her smaller frame and overall differing geometry. Tony didn't believe in what he called Boob Armor-a breastplate with individual hollows molded for each breast-but there was additional room in the chest area, a suggestion of a bust, no more. Unlike Tony's favored red and gold color scheme, the suit on display was solid silver.

She could definitely improve on this…


There was pain.

One day had blurred into the next in a never-ending unfurling of one nightmare into another, of blinding agony, searing heat, and the disturbingly curious sensation of his skin being peeled away inch by inch.

The torture wasn't the worst part, though.

It was the knowledge that no matter how much of a tattered wreck he was when he was finally allowed to pass out, he would always wake the following morning completely intact, with only the memory of the previous day to indicate what was to come.

Loki woke with a short, strangled cry, certain that this time he would see his skin in shreds, or that the eyes he remembered them putting out would still be gone, or his tongue still torn out by its roots. His skin tingled and itched from the memory of the previous day, and his mind shrank from the knowledge that it would be more of the same today.

There was pain, and then there was the foreknowledge of pain, the surety that pain was all he had to look forward to from here on out. There was the uncertainty of whether anything he remembered had truly happened, or if it had all been a particularly ferocious nightmare or illusion.

The worst part, however, was waking in the morning without the scars and wounds his mind logically expected, and feeling-for a few thundering heartbeats-that it might have all been a nightmare, that he would be back in his cell in the depths of Asgard, going insane from solitude, that he might still have eluded the Other.

Pain and despair were cruel weapons, but hope cut one's soul to its core.

The Other knew this very well. Clearly it had had a minor eternity to perfect this.

Reality came crashing down on Loki's head, and for a moment he teetered on the edge of insanity-well, further insanity, by anyone's reckoning.

No. He needed to get his thoughts together.

He searched inside himself for the small store of magic he'd managed to squirrel away. For a few increasingly frantic seconds he thought perhaps he'd lost it between one agonizing day and the next, perhaps that the Other had simply found it and taken it away-but then his will closed upon it, a small core of comforting, icy cold.

He closed his eyes, focusing his shuddering mind upon it. To his disgust, his attention kept wanting to falter, and he felt lightheaded, threatening to pass out.

How long had he been here? There was no way to know.

All he knew was that if he stayed here much longer, his mind would shatter. Sure, that would make his further tortures nothing special, but he would lose himself in the process. And he had a method to escape-maybe-so why not go for it?

He heard footsteps coming, heavy, leathery footsteps-not boots, but the claws of horrible things that man was not meant to see-and if they were exceedingly lucky, they wouldn't. He heard the snik-snik of razor-sharp claws flexing in anticipation of their use-and he knew they were meant for his flesh, to initiate today's round of flaying.

Terror and panic served to focus his mind magnificently, honing his concentration to a razor's edge.

He pushed-

-and in the wall of his stone cell, a gateway opened, a dark hole edged with icy blue-white energy. He couldn't see where it led, and the effort of doing even this much made his head spin.

He bit his lip hard to keep himself from passing out.

The last time he'd done a blind jump was his fall from the shattered Bifrost, which had landed him in the Other's clutches in the first place. He tried to focus on someplace safe, someplace not here and definitely not Asgard.

He glanced at the door as he heard the heavy lock being drawn back. His skin tightened in anticipatory terror.

It was now or never.

He flung himself into the gateway, and felt it collapse behind him.

The nothingness between realms swallowed his senses.

His last thought before he passed out for good was someplace safe...


End Chapter 2.