A/N: I have moved on with posting NC-17 content on here, and am now posting them on AO3. This is just in case anyone was interested in them. There will be a link in my bio if you are!

Thanks for reading!

Tony and Pepper met during their first year in college. They were both taking a general chemistry class at the time. On the first day, they sat next to each other, but they didn't talk. On the second week, he noticed her and introduced himself with a friendly grin. He didn't do it because he was attracted to her—well, okay, maybe that was the first thought that crossed his mind, but he thought one mutual acquaintance in class wouldn't hurt.

On the third week, they had gotten their first test back. Tony, of course, passed with a perfect score. Pepper, on the other hand, got an average score with the class curve. She wasn't beating herself up for it, but she wasn't impressed either. She was more impressed that Tony was the only student to get a perfect score.

She smirked at his paper and accused him of cheating. He took it as a compliment and asked if she needed help studying. She accepted. Did she find him cute? Of course, but she wasn't being friendly towards him to get into his pants. She always figured knowing at least one person in each class helped.

Each week, they'd get together during lunch, get something to eat, and then hit the books. Over the course of a few weeks, they had gotten pretty close. They hung out on days when they didn't want to study and they went to a few parties together. They introduced each other to their friends, and texted each other quite often, exchanging jokes, funny pictures, and pictures of puppies and kittens.

On the eighth week, he asked her if she had a boyfriend. It wasn't out of the blue. They were talking about relationships before he asked. She stared at him, wondering what he meant—well, she knew what he meant, but she wondered if there was any hidden meaning behind it. She replied 'no' and he raised his eyebrows. He asked why, and she shrugged. She replied with the excuse that no one has asked her out. That's when he asked her.

"Would you say yes if I asked you out on a date?" He asked quite casually.

Pepper smiled to herself. "Maybe."

He hummed quietly. He wasn't nervous - he was anxious. They were at a point in their friendship where they knew they were more than just friends. The casual back and forth bantering, and the frequent hugging and light touching was more than enough for them to realize that. "Want to go on a date some time?"

"Sure."

Tony and Pepper were two weeks into dating when he found out about her secret.

A soft knock was heard in her small apartment. Pepper's roommate, Maya, was out studying at the library, while Pepper was getting ready for her date. Tony told her he'd pick her up at 7:30 PM, but when she looked at the clock on her nightstand, she saw that it was 6:30 PM.

She panicked and wondered if she heard him wrong. She had just gotten out of the shower, so her hair was a mess and she wasn't even dressed. She was so used to covering them up with make-up that she sometimes forgot they were even there.

She looked down at her bathrobe and bit her bottom lip. She walked over to the door and looked through the peephole. Sure enough, Tony was standing there, dressed in a grey cotton t-shirt, and black leather jacket, dark denim jeans, and some sneakers. His hair was gelled up, and his waving.

Pepper groaned to herself. 'God damn, he's so cute', she thought. She opened the door, but only slightly. She didn't want him and everyone else in the complex to see her in her bathrobe.

Tony peeked through the gap and smiled widely. "Hey, I know I'm early, but I thought we could walk around downtown before eating, you know, see all the stores and whatnot."

Pepper opened the door wider and let Tony walk through.

She pressed her lips together and shook her head at him. She wasn't angry, she was only messing with him. Her tone hinted at her mild frustration. "You could've told me earlier."

He frowned. "I know. I just wanted to—" He stopped mid sentence and stared at her face.

Pepper furrowed her eyebrows, and put her hand on her cheeks. "What?" He didn't answer, and continued to stare. She covered her nose this time. "Is there something on my face? Is it a pimple?"

Tony reached out and gently grabbed her wrists, slowly pulling them from her face. "Your face." She stared blankly at him. He looked intently at the bridge of her nose and then her cheeks. "You..." He muttered. "...You have freckles."

Pepper suddenly pulled her wrists from his hands and covered her face in dismay. She had forgotten about them. "Sorry—I forgot I didn't have make-up on. Um... Let me get changed and get ready, and then we can go." She turned to retreat back to her bathroom, but he wouldn't let her.

"Hey, wait." He said softly, pulling her back to him. He held her at her waist and watched her cover them up with her hand. He pulled her hand away again and stared down at her lovely freckles. "You've been covering them up?" He asked with a sad tone.

Pepper looked away and shyly covered them up again. She could hear the kids that made fun of her and continued to verbally abuse her. She blamed her freckles, and she had been covering them up since middle school. "Sorry—I just—I..." She grew silent.

Tony hummed, silently asking her to continue.

"I don't like them..." She muttered in shame.

"Why not?" His lips formed a small smile. "I do."

She finally had the courage to gaze back at him. She could feel the sand that was kicked in her face when she was in elementary school. She could see herself crying and asking the boys to go away, but they never did.

"Why would you?" She asked coldly. She didn't mean to sound that way.

He frowned at her tone. "I think they're adorable." He paused to watch her reaction. She looked away in shame, and that's when he knew something was wrong. The only reason for someone to cover something up is if they saw it as a flaw. No person would see a characteristic of themselves as a flaw unless it was exposed as a flaw. He guess she was picked on for having them. "I love them, Pepper." She shot him a worried look, but he returned a wide grin. "I really do." He sounded sincere, and to hear him say that meant a lot to her. For the first time in a long time, she felt happy. "Do you really hate them so much that you have to cover them up with make-up?"

His words stung. They brought back the memories of when she decided to cover them up in the first place. She cried that day, cursing at the spots and angrily wondering why she was given them in the first place.

She couldn't battle that part of herself at that moment. She didn't want to relive the past, even though most of it had already flooded her mind. He frowned in sadness when she pulled away from him. He knew he shouldn't have pried, but he didn't like seeing her erase a part of herself with make-up.

"I should get ready. I'll be out in a few minutes. You can turn on the television if you want." She said quickly before fleeing to her bathroom.

He watched her figure disappear behind the door, before scratching the back of his head with a sigh. He wanted to help her see how she shouldn't change because someone had a different opinion, but he couldn't force her to see it.

There was no use in prying. It would only make things worse.

Pepper came out of the bathroom thirty minutes later in a blouse, a light sweatshirt, a pair of jeans, and flats. Tony was almost heartbroken to see the freckles removed from her beautiful face. It was like they were never there. He smiled lightly at her and got up from the couch.

"Ready?"

Pepper nodded and followed him out. "Hey, Tony." She said softly.

"Hm?" He turned around just before he could open the door.

She was nervous, and worried. "I know—I mean—It's not something... I just..." She pressed her lips together in frustration. She didn't know what to say—she didn't know what she should say. She could tell him she hated them, she could ask him not to tell anyone, she could tell him to forget he saw anything—

"It's okay, Pepper." He smiled lovingly. "You don't have to explain anything to me. I understand." He wrapped his hand around hers and reassured her with a light squeeze. It was a small gesture of affection, but it meant everything to her. She returned the smile and followed him out the door.

After that, he never mentioned them. He promised himself he wouldn't pry. The last thing he wanted to do was give her a reason to hate him, or avoid him. He would only talk about her freckles if she mentioned them first, but she never did.

They continued their lives as if he had never seen them, and he was fine with it, but whenever he was around her, all he could do was stare at her nose and her cheeks. He wanted to see them again, he wanted to cup her cheeks with his hands, kiss her, and run his thumbs over the adorable freckles that were peppered along her face.

He smirked to himself, thinking about the peppered freckles on Pepper's face. Pepper raised her eyebrow at him and nudged him out of his daydream, asking if he wanted to continue studying for their chemistry final, or continue daydreaming about god knows what. He gave her a soft kiss and then continued to study with her.

Two weeks into their new semester was when Pepper made up her mind.

She had gotten out of the shower when she looked in the mirror. It was a normal routine for her; she would look at her freckles in the mirror and cover them up with make-up minutes later. Her childhood haunted her and she didn't want to remember any of it.

This time was different. She saw the freckles on her nose, her cheeks, and then gazed at her shoulders. She uncovered her bathrobe and scanned herself. There were freckles all over her body.

'You're such a loser!'

'Why do you have spots everywhere? Are you an alien?'

'No one wants to play with you! You look weird!'

A girl snickered as she passed her. 'They make her look so ugly.'

Pepper closed her eyes and desperately fought the words out of her head. She clenched her jaw and immediately reached for her make-up bag. She pulled out foundation and dabbed it on a make-up sponge, but before she could wipe it on top of her freckles, she stopped.

'I think they're adorable.' She heard Tony say. 'I love them, Pepper. I really do.' She could see his smile and feel his lips against hers. His voice was covering the others, the ones that berated her and tore her self-esteem apart.

She stared at herself in the mirror and slowly lowered the sponge. 'It's been years, Pepper. Are you really going to let their words control the way you look?' She asked herself. Her face scrunched up as sorrow and anger washed over her.

She texted Tony an hour later, asking if he was in his room.

'Yeah, I am. Everything okay?' He texted back.

'Yeah. I just wanted to see you.'

'Rhodey is gone, in case you were wondering ;)'

Pepper smirked. 'I wasn't.'

':('

'I'll be over in a few minutes.'

'Okay.'

Tony opened the door ten minutes after he sent the last text, and he instantly broke out into a wide grin when he saw her freckles.

"Pepper—" He gasped. "—Are you okay? I mean, is this okay?"

Pepper blushed, grinned, and nodded. He cupped her face with his hands and ran his thumbs over her freckles. He was completely in awe; he had never seen so many in his life. He couldn't remember the last time he's gotten to see freckles up close. He imagined how scrunched up they'd look when she laughed, cried, smiled...

She laughed against him and tried pulling away. "What are you doing?" She chuckled, finally able to pull away from his grasp.

"What, I can't look at them?" He asked playfully, smiling as he tilted his head to the side in search for more. She tried to look away, but he moved his head so she'd look at him. She gave up after the second attempt.

He stared at her face with a wide grin and leaned in to press his soft lips against hers. She smiled against his lips and hummed in delight as he continued to kiss her softly. She could tell how happy he was by the way he kissed, the way his lips moved with hers, and by the way he held her by her waist.

He pulled away and smiled warmly. She could see his eyes scan her face, and record every single freckle. She wondered if he was counting them.

"They're beautiful, Pep." He said softly, and kissed her once more. "You're beautiful."

Ten minutes went by and a few people walking by his door in his dormitory heard him yell, "HOLY SHIT. THEY'RE EVERYWHERE!" It was in happiness, of course.