Author Note: This was originally a one-shot, from a nugget that got into my head on Memorial Day. After finishing it and getting some positive feedback, I decided to revisit Pepper and Steve. The original story is now Chapter 1. (Updated 07/13/2012)

Music Note: The songs mentioned in this story can be found on YouTube. Search for "Boogie Woogie Bugle Boy - The Andrews Sisters (1941)" and "Glenn Miller & His Orchestra - Moonlight Serenade".

The future was far too noisy for Steve Rogers. Also, in his opinion, so-called 'modern' women didn't wear nearly enough clothes...

He was well-aware that others made fun of his old-fashioned manners and the way he didn't 'get' much of their slang and cultural touchstones, but he didn't really mind. Most of the time, the ribbing wasn't maliciously intended. He was a curiosity, a miracle, a relic. Truthfully, his manners were old-fashioned, and at the moment he was disinclined to change them.

There were certainly good things about the twenty-first century, he could admit that. Medicine was more advanced. People didn't die so often from fevers and infections, and battlefield medicine saved many more lives than in his day. Regular people also had access to much more information, right at their fingertips, although his own tentative forays onto the internet had taught him that it could be difficult to separate fact from fiction. Phones were tiny and allowed people to talk to one another anywhere, but the problem with that was that they talked to one another everywhere, with no consideration for where they were or who might be forced to listen to their most intimate business. Ideas like privacy and discretion seemed as if they were as old-fashioned as he himself.

Women were another aspect of of the new millenium that he found disconcerting. Okay, fine... he'd also found women disconcerting in his own time, but in a different way. The women he met out in public now were bold and aggressive, more likely to scorn him than thank him for holding a door for them. The female S.H.I.E.L.D. agents he saw often, like Natasha Romanoff, were in a class all by themselves. He didn't object to strength and outspokenness, or a woman using her intelligence. Peggy Carter had possessed those qualities in abundance. Hell, she'd fired a pistol at him once in the heat of a misunderstanding, although as he recalled it, her expression had been ice-cold. He missed the little details: the way women of his time smelled, their hairstyles, the cut of their skirts and the way they'd walked in them. What lay under their clothes had been a mystery to be uncovered, not a buffet laid out for mass consumption. Those were what he missed.

These reflections had come upon him as he watched the commercials interspersed in the televised baseball coverage he'd been trying to watch. Even baseball was different now, players wearing long pants and seeming to care more about swagger than teamwork. In many ways, that was more sad for him than the decline of the pencil skirt. Once the game was over, he'd meandered into the kitchen. Though he'd considered getting his own apartment, for the time being he'd accepted Tony Stark's invitation to stay in his large penthouse apartment in Stark Tower. The man had a way of getting under his skin, but Steve had balanced that against being alone. He suspected the invitation might have been partly Fury's doing, a way to keep tabs on him without making him feel locked up. Bruce Banner was also staying with them, which meant he didn't see much of Tony anyway. The two were working on several projects related to the tesseract and wormholes and talk-talk science jargon. That was not Steve's forte, so he stayed out of their way.

Standing at the stainless Viking stove in Stark's spacious gourmet kitchen, he slid a spatula beneath the omelette he was cooking and deftly flipped it over. He was no chef, but he could make a small selection of simple meals that tasted good to him. The aroma of butter, onions, and eggs was comfortable, even homey. Beyond that, on a more practical level, his enhanced metabolism demanded more fuel than an ordinary man and he hated to make someone cook for him all the time.

"That smells good," a voice said.

He turned to see Pepper Potts walking into the kitchen, dressed in an emerald satin evening gown and high heels, her red-gold hair falling loosely to her partially-bare shoulders, the soft waves framing her face.

"It's just a cheese omelette, ma'am," he said, turning back to the stove once he realized he'd been staring at her. "Would you like some? I can fix myself another."

Pepper hesitated for a moment, then said, "I don't want to make more work for you."

It was the polite thing to do, even though her stomach was growling. She hadn't been exaggerating about the smell. It made her mouth water, especially since she'd skipped lunch today in anticipation of a big night out. That had gone awry, leaving her literally all dressed up with no place to go. The purpose of her visit to the kitchen had been to grab a quick snack for the road before summoning Happy with the limo to drive her to the apartment provided by Stark Industries. She rarely stayed there these days, but tonight seemed like a good time for a retreat and regroup.

"It's no trouble, and I couldn't eat in front of you," Steve countered. "Wouldn't be right."

Pepper knew that, when dealing with a man like Steve Rogers, turning him down again was probably ruder than accepting. At least, that's what she rationalized as she slid onto one of the high stools at the breakfast bar near the stove. She gathered her skirt carefully as she claimed her perch, taking care not to scuff her red-soled Louboutins as she settled her feet firmly on the stool's low crossbar.

"Thank you, Captain Rogers. I accept."

"Steve," he countered as he plated the omelette and set it before her. He'd already gotten out a napkin and silverware, so all he had to do was slide it over to her. "Orange juice or coffee?"

"Oh, orange juice," Pepper replied. "I'll never get to sleep if I have coffee this late."

She watched him as he moved toward the refrigerator to get the orange juice, along with eggs, cheese, and butter. He was wearing khaki pants and a pale-blue polo shirt that strained a bit across the breadth of his shoulders and girth of his upper arms. When he turned around, she noticed that the shirt was the same color as his eyes, though she doubted that was on purpose.

Picking up her fork, she used the edge of the tines to cut off a piece of omelette and lifted it to her mouth. "Mmm," she said as she chewed. "This is wonderful."

Steve gave a little smile as he put two pieces of bread in the toaster. "You're welcome, ma'am."

"Pepper," she said, echoing his own earlier statement.

"Yes, ma'am-"

He caught himself and shook his head with a rueful smile, then busied himself with breaking eggs into a bowl. "Pepper."

She couldn't answer right away, because she was too busy shoveling in another forkful of food, or trying hard not to shovel it. Neither spoke for a while, but the silence felt companionable rather than awkward. When the toast popped up, perfectly browned, Steve put it on a smaller plate and gave it to Pepper as well, making sure the butter was within her reach.

"Are you and Tony going out tonight?" he asked once he'd flipped the second omelette onto a plate. "I don't mean to pry, but your dress doesn't look like business-wear."

Pepper made a little huffing noise into her orange juice and answered, "We were supposed to go to dinner and a show, but Tony is too busy consummating his bromance with Dr. Banner in the accelerator lab to be bothered with something as mundane as Broadway."

When she started to explain the meaning of the term bromance, Steve held up a hand to stop her. "I know that one. It was in one of the newspaper articles about us. The team, I mean."

Pepper's meal was gone. Only a few mangled toast-crusts were left on her plate. She wiped her mouth and slid off the stool, crossing to a computer built into the wall. Tony and the others had been the subjects of extensive media coverage, as one would expect. Even S.H.I.E.L.D didn't have the power to cover up something like that completely, though they had kept some members of the team out of the public eye better than others. Tony and Steve had become the poster boys, Tony because he was already a media darling, and Steve because he gave off a handsome, squeaky-clean vibe. She'd seen posters of Thor on sale, too, though he was well out of the each of the paparazzi at the moment.

"Did anyone show you how to work the music?" she asked.

"Yes, but there's so much, and I don't know any of the new songs," Steve explained. "Too many sound the same, and it's just... loud. Like that band Tony likes. Black Sabbath?"

In that case, even the name disturbed him a little. Apparently, believing in God was outdated, too. He glanced up and watched Pepper fiddle with the computer. Then he took a deep breath, boldly venturing, "With all due respect, a man would have to be an idiot to stand up a classy woman like you, unless it's the end of the world. Even then, he ought to think hard about it."

She paused briefly but didn't turn, struck by his words. For years she'd been in love with Tony Stark, the good and the bad. She'd told herself it was just the way he was wired, and that he was worth it, but then there were times like tonight that made her angry. Her fingers finished punching in her selections, and she hit the play button. A jazzy trumpet riff filled the kitchen, and she was rewarded by a large smile spreading across Steve's face.

"Boogie Woogie Bugle Boy," he said, his voice a mix of wonder and pleasure.

"I can make you a playlist if you want, that way you just have to hit a couple buttons. We can pick out some things later," Pepper offered. Hell, she wasn't going anywhere, she might as well help him, right?

Steve nodded, still smiling, though there was a thread of sadness twining its way through his belly. The music brought back memories, things that were hard to think about, knowing they could never be more than fading images in his mind. Pepper sat back down at the counter and he took the stool next to her, food in front of him.

"I had a date..." he said. At Pepper's questioning look, he added, "When the plane went down. Before I disappeared. I asked a girl I liked to go out with me. Dancing. Had to stand her up..."

He took a bite of his omelette, chewing mechanically. She watched him, curiosity only partly satisfied. On the surface he'd seemed like the simplest one among the whole odd menagerie of heroes, but that seemed like it might not be true.

"I'm sure she understood. Those were tough times," Pepper replied, shifting to face him more directly. A second later she wanted to kick herself for how utterly lame it sounded: those were tough times. Ugh.

"Could have been the end of the world," he murmured. "Thought about it really hard, though."

The chirpy harmonies of the Andrews Sisters gave way to the smooth swing of Glenn Miller. In an impulsive gesture, Pepper slid off her stool and held out her hand. "May I have this dance?"

"I don't really know how to dance. She was going to show me," Steve said.

Pepper smiled. "It's not that hard. I'm sure you can get it in no time."

"Yes ma'am- Pepper," he said, standing up to join her.

She placed his right hand on the small of her back and he clasped the other hand with his left. At first he almost stepped on her toe, but the rhythm was familiar, and soon enough they were moving together across the tile floor. She smelled good, he noticed. Something flowery, with a hint of something spicy, too. His fingers spread out, his palm settling into the dip of her spine. The material of the dress was soft under his fingertips.

"See..." Pepper said, looking up at him. Her eyes had been on their feet first, then on his broad chest. When they met his, blue and intense, she felt her mouth go dry and her stomach flutter. "You're a natural."

It fell quiet between them again as they continued to dance, the strains of Moonlight Serenade coming to their conclusion. Neither could say who initiated it, but when Pepper tilted her face up again at the end of the song, their mouths met in a soft, lingering kiss. Then Steve pulled back and stepped away, leaving only the memory of his warmth against her palm, at the small of her back, and on her lips.

"I'm sorry," he said.

"I'm not," she said.

Walking over to the counter, Pepper picked up her small clutch purse, curling it in one hand against her body. "I'm going home, but I'll see you tomorrow about setting up that playlist."

Steven nodded, wanting to be reassured by her nonchalance, but feeling like a cad. Regardless of what he thought of Tony, he had no right to step in like that. Later, however, he would see it a bit differently, and he went to sleep thinking of a redhead rather than a brunette for the first time in weeks...