Punching Bag

Disclaimer: I don't own Iron Man: Armored Adventures

"Pepper, run!" Tony shouted as he flew around the final Makluan guardian, an enormous yet majestic stone dragon named Fin Fang Foom. Though she knew she should be obeying Tony's command, fear had cemented her feet to the floor. It was only when Gene wrapped a hand around her slender wrist and started pulling her in the opposite direction, does Pepper begin to move.

The fleeing pair made it to safety in the shelter of a large carved alcove. Whipping around, Pepper watched Tony and Rhodey duke it out together against the ancient beast, her amber eyes following every move as she is filled with a mixture of fear, anticipation and helplessness. See Tony? She thought desperately. This would've been a great moment for me to have some armor of my own! I hate being on the sidelines!

"Are you worthy?" the dragon hissed as he snapped his mouth close to Tony's crimson and gold clad leg, his undulating body nearly knocking Rhodey out of the air. The tables seem to suddenly turn as the dragon took notice of Pepper and Gene standing off to the side—out of harm's way.

As if the stone guardian could smirk, for it seemed to Pepper that the creature was exuding both danger and confidence—she wanted to both laugh and cry in that moment; it was almost like Tony every time they went on a mission—as it glided toward them, slipping past Iron Man and War Machine, jaws wide open, intent on snapping up the pair.

"Pepper! Gene!" Tony cried voice full of panic. "No!"

Before Pepper had time to realize what was happening, she was airborne, knocked out of the dragon's path thanks to Gene's quick thinking…and his sacrifice.

"GENE!" Both Tony and Pepper screamed, distraught as they watch the dragon swallow their friend before barreling through the temple wall and out into the streaming sunlight. A determined Tony and Rhodey fly out after the beast, the former urging Pepper to follow for soon the temple would collapse.

Upon reaching the outside, Pepper herself was ready to collapse from grief induced exhaustion. As if sensing her pain, Tony wrapped an armored arm around her shoulder, giving her a brief squeeze as the whimper of their fallen friend's name escaped her lips. But before Tony could rejoin Rhodey in battle, the dragon dropped suddenly to the ground and began to writhe, roaring as if in agony.

As Rhodey cautiously moved closer to the guardian, it began to glow, first a soft blue, then a pulsating, blinding white. "Watch out!" Tony cried as he spun around and threw both of his arms around Pepper, crushing her to his chest, intent on taking the brunt of the impending explosion with the Iron Man armor.

But there was no shower of stone and no sensation of pain; instead, the best friends heard laughter. Victorious and if Pepper had to be honest with herself; borderline maniacal laughter. Peering around Tony who kept her in his protective grasp, Pepper saw Gene standing on the now broken jaw of the stone dragon. Gene, alive and whole, not some mythological creature's dinner.

"Gene!" Pepper shouted gleefully as she broke away from Tony and started running toward the third boy, intent on tackling him in a hug out of sheer relief while scolding him for nearly scaring the life out of her. She didn't get very far before an armored hand clamps itself over her shoulder and Tony's voice cut through the air. "Pepper, wait. Something's not right."

Frowning, Pepper turned to look back at Tony. With his face-plate up, she was surprised to see his normally bright sapphire eyes as hard as steel, anger setting his jaw. Bewildered, Pepper then faced Gene who had stopped laughing and was staring almost reverently at all five Makluan rings. Before she, Tony or Rhodey can say anything; Gene shouts triumphantly, "At long last, I finally have all five rings!"

He laughed again, only this time it was darker and had a metallic resonance as a light emanated from the rings and enveloped Gene in its glow. Pepper let out a squeak as Tony dragged her back so she is standing behind him. When the light fades, the trio is shocked to see the Mandarin standing in Gene's place and Pepper, who knows she is far from thinking like a top S.H.I.E.L.D. agent, knows enough to put two and two together. Her stomach knotted and her heart sank as it aches with the pain of betrayal. She can't help asking the obvious as the words escape her. "Gene…it was you? You were the Mandarin this whole time?"

"No, not always Pepper," Gene—should she even call him that anymore?—replied. "There were times when Stark and Rhodes did indeed fight the man I am unfortunate enough to call my stepfather. But enough dwelling on the past."

Before she knew what was happening, Pepper watched as Gene…no, not Gene, the Mandarin shot past Tony and herself, blasting Rhodey. "Rhodey!" Hero and civilian cry out in horror. A scream of agony ripped from War Machine as Rhodey flew back and crashed into the desert sand, smoke rising from the charred armor.

"Nooo!" Tony screamed as a low whine escaped Pepper, the two clinging to each other in their grief.

"I never liked him," the Mandarin stated darkly.

"Gene," Pepper began, her voice beginning to fill with tears. "Why?"

"Why?" Gene mocked, laughter that gave her goose bumps lacing his tone. "Because these two are in the way of my destiny!"

An energy blast struck Tony in the chest, knocking him back a large distance. "Tony, no!" Pepper screamed as she ran forward, trying to think of something, anything to stop the Mandarin as Tony's heartrending cries filled the air. "No!" Pepper cried out. "No, no!" To her bafflement and panic, the two began to recede, getting farther and farther away from her as she struggled to keep up, Gene still attacking Tony. "No, no!"

"Pepper!" An unfamiliar voice called out to her, a voice she had no desire to listen to as she cried out to her fallen friend.

"Pepper, Pepper!" The voice continued to call, growing louder and more urgent. "Pepper! Pepper, wake up!"

As if a switch had been flipped, Pepper's eyes snap open, taking in the darkened ceiling of her room and the soft glow from the hallway lights; no longer seeing the bright Peruvian sky. Her chest heaved from fear fueled adrenaline, lungs burning as she took in fresh air.

Dimly, she was aware of warm pressure gripping her wrists. "Pepper," a firm, older female voice spoke. "Are you awake?"

Eyes roving, they settle on an older, near mirror image of Pepper herself; down to the longer hair that was the same shade of scarlet, amber eyes set into a lightly tanned, heart-shaped face that lacked the freckles the teen had scattered over her own nose.

"Mom," Pepper rasped as she sat up and wrapped her arms around her mother who immediately returned the embrace. Janine Potts, a top S.H.I.E.L.D. agent who spend most of the year in the helicarrier that was stationed above Europe and Asia, unable to see her child for long periods of time.

It was a bizarre miracle that she was given three weeks leave to be at home but she wasn't about to question it for it was opportune timing. Her husband Virgil was away on a case the FBI had assigned him. Not that she didn't trust Pepper to be on her own, but Janine's maternal instincts had never faded, she preferred having her daughter in her sight.

Such a gift would have normally made Pepper ecstatic, but with Tony in Asia hunting down both his father and the Mandarin whom had betrayed them, betrayed her, she just wasn't in the mood to spend mother-daughter time save for this particular moment.

Sighing, Janine rested her head on Pepper's, running her fingers through her daughter's short, choppy locks. "You haven't had a nightmare like this since you were a child," she murmured. "You were thrashing around with such force, I was afraid I was going to have to restrain you." She held Pepper tighter as the teen began to shake with silent sobs.

"Mom…" Pepper whimpered.

"Do you want to talk about it?" Janine asked softly.

Pepper froze, wanting to hang her head in defeat. She couldn't tell her mother, not everything. That would mean revealing Tony's secret…and Gene's. She wasn't sure how to even start explaining that one. Then there was her own involvement which included kidnapping, death threats, skipping schools…the whole nine yards and frankly she was just too tired to give a glossy answer, instead she gave an excuse.

"Oh, you know, the usual nightmare of fantastical, horrifying creatures…falling off a building, showing up to school in nothing but my underwear, man I can't tell you how many times I've had that one." Leaning away, Pepper saw that despite her mother being in her pajamas, she still looked every bit like a high ranking S.H.I.E.L.D. agent right down to the indiscernible emotion in her eyes, but was at least generous enough to not question her.

"All right," Janine relented. "If you're up for it, we can talk about this in the morning. Get some sleep, we're headed to the gym tomorrow." She moved toward the door, smiling as she heard Pepper hiss excitedly, "Yesss!" Her daughter was so much like her.

"You're doing a good job, Virgil," Janine murmured to her husband's picture as she passed the wall it was hanging on.

When Pepper awoke later that morning, she felt slightly more peaceful knowing her mother was right downstairs though she preferred having Tony back in New York as well, something that wouldn't happen until right before the new school year. Sighing she slipped out of bed and sauntered toward the bathroom, ready to start her day.

Thirty minutes later, she was dressed, having gingerly moved and slipped on her clothes, black and purple bruises still tattooed along her back and sides no thanks to her time in that temple. She was mildly surprised she hadn't felt anything when her mom had hugged her, but shrugged off the confusion thinking it was because she was already suffering emotionally. As she towel dried her hair, Pepper was able to laugh a little when her reflection showed her how fluffy it got; laughter was something she had rarely enjoyed in the summer thus far.

"Pepper! Breakfast!" Her mother called from the kitchen.

"Coming!" she called back. Reaching the kitchen, she grinned hugely when she saw the plate of chocolate chip pancakes.

"I know Dad said you're hyper enough without the extra sugar," Janine began as she sat across from Pepper, "but he's not here right now and this secret won't hurt him." She grinned and winked at her daughter who gave a small smile in return.

"I won't tell Dad, if you won't," Pepper said weakly. Mechanically, she reached for her fork and knife, cutting into her pancakes and began to eat them silently. Agh. It was that word, secret. It totally killed her happy mood. She thought back to her nightmare and how it filled her with teen angst even though she could breathe a word to her mom. It totally sucked!

Janine took notice of Pepper's inner turmoil and casually asked, "Do you think you're ready to discuss last night's 'late night drama'?" She took a long, slow sip of her coffee as a showing of her willingness to listen and her patience in case her daughter wasn't quite ready yet.

Pepper was silent, staring into her glass of orange juice grateful for her mother not pushing her. Her lips quirked in a slight smile. "Late night drama" meant her nightmare and her mother was trying to turn it into sitcom humor in an attempt to lighten the mood. Sighing and shaking her head, Pepper stood and stretched, trying her best not to wince as she agitated her bruises. "Maybe we can talk after we've been to the gym and I've punched something," she suggested lightly as she gathered her dishes and made her way toward the sink.

Janine chuckled as she followed suit, "well, time at the punching bag can be very soothing. It's like letting out all your inner demons leaving you feeling much lighter afterward." She pulled Pepper in for a hug. "Whatever is troubling you, things will get better eventually, you'll see."

Pepper smiled up at her mother. "Thanks, Mom. I'm so glad you're home."

Janine's own smile softened. "I'm glad to be home too, Pep. So very glad."

Pepper couldn't help the childish scowl that worked its way across her face, nor could she help crossing her arms as she glared up at the sign to the gym she and her mom were about to enter. "We're going here?" she griped. "I thought we were gonna go to some awesome, mega-cool, totally amazingly special S.H.I.E.L.D. gym that would let people learn how to fly a jetpack or dodge lasers!"

"Patricia," Janine warned, eyes looking furtively about for Pepper's voice had raised in volume and being a S.H.I.E.L.D. agent wasn't exactly common knowledge.

"Oops," Pepper was instantly sheepish and lowered her voice. "Sorry, Mom."

"It's alright," Janine answered warily. Once she was satisfied that there were no unwelcome onlookers who could threaten her daughter and Manhattan at large, she turned to Pepper and smirked, "The S.H.I.E.L.D. fitness center here in the city is a training facility for new recruits. You can learn to tango with lasers with a jetpack strapped to your back after you've earned your degree from a four year college program."

"What?!" Pepper asked incredulously, checking her volume. "Since when?"

"Since the seventies," Janine replied as she ushered her daughter inside the building. "I myself got my degree from Yale," she added.

"Yale?" Pepper squeaked. Oh wonderful, so not only was her mother a top Shield agent, she was also the graduate of an Ivy League school. Pepper had no idea how to find purchase on Mt. Awesome and yet there was her mom, lounging at the summit with ease.

"Hey, Yale was just where I wanted to go," her mother said, laying a hand on Pepper's shoulder. "But if you want to fly that jetpack someday, then you're going to need a degree from a four year college. The school doesn't have to be the crème de la crème."

"Can it be Clown College?" Pepper asked, smirking.

Janine laughed. "Would your jet fuel instead be seltzer?" she teased in return.

"Nah, I was going to use the whipped cream that's used for those pies clowns slam into each other's faces."

Her mother laughed and shook her head as she made her way over to a vacant treadmill. As she stepped onto the machine, she passed the gym bag that she had slung onto her shoulder to Pepper. "There are protective gloves in there in case you really do want to have at it with the punching bag."

Pepper smiled as she rummaged through the bag. "I think I do," she replied. Waving a quick farewell to Janine, she walked over to the punching bag, strapping on her gloves as she went. Setting the duffle on a nearby bench, Pepper returned to the punching bag and began to circle it, giving the oblong piece of equipment a few light jabs as she got a feel for it. Gradually, she began to get faster, her hits harder and she threw in a few kicks for good measure.

As her fists slammed into the punching bag, Pepper thought about her nightmare and was it really was a memory. She recalled everyone's excitement when they had located the fifth Makluan ring and what it had meant, Gene was one step closer to escaping from his stepfather's grasp and Tony was one step closer to avenging his father.

Or so Pepper, Rhodey and Tony had thought. There was an ambush, Gene's stepfather Zhang had attacked the compound, the armory and had taken both Pepper and Tony hostage, having already taken Gene. Pepper recalled the swell of pride she had felt when Tony attempted to confess his secret that he is Iron Man. The ache for Gene when he had seemed so helpless, so alone.

Punch. Jab. Kick.

She had been Zhang's personal hostage left outside as Tony and Gene entered the final temple, the former spurred on to help by the threat of death hanging over the redhead.

Punch. Punch. Kick.

Though she wouldn't let it show, Pepper had been terrified when she was left alone with the Mandarin and the Tong.

Jab. Kick. Punch.

As it turned out, stealing back the four Makluan rings had been a hollow victory, having been swallowed by Fin Fang Foom when she had made an erratic toss in the fear of being swallowed herself. Gene screaming in her face so hadn't helped.

Punch. Kick. Kick.

Relief filled her when Rhodey had flown into the temple, garbed in the War Machine armor tossing Tony the backpack that housed the Mark 01 Iron Man armor.

Punch. Jab. Punch.

The look of awe on Gene's face was something Pepper had expected to see as Tony suited up. The traces of betrayal? Not so much.

Punch. Kick. Punch.

Burning agony, the phantom pain of grief threatened to consume Pepper as she watched Gene be snapped up by the jaws of that stone beast, sacrificing himself to protect her.

Punch. Punch. Punch.

She wanted to laugh. Oh yeah, Gene was selfless. Nothing like being a good friend than like treating your friends like puppets.

Punch. Kick. Jab.

He had them all fooled. Tony thought Gene understood them, they were both rich, smart and both boys had lost someone very close to him. Tony had lost his father, Gene had lost his mother.

Kick. Jab. Kick.

He had begun to get along with Rhodey and seemed to enjoy spending time with Pepper herself. They laughed, exchanged stories of innocent mischief and made Pepper's heart flutter in a way she had never felt it beat before.

Punch. Punch. Kick.

Nope, he was the Mandarin, the true Mandarin, heir of the Makluan rings.

Punch. Jab. Punch.

He had attacked Tony, damaging his heart to the point of being need of rescued by Stark Technology.

Kick. Punch. Jab.

He had attacked Rhodey with every intent of killing him, an innocent sixteen year old boy. Her friend.

Punch. Jab. Jab.

Gene had spared her; he didn't want her to get in the middle of the fighting. That felt more like an insult than anything else.

Jab. Kick. Punch.

Gene…

Kick. Punch. Jab.

Liar! Liar! Liar!

Punch. Punch. Punch.

The sight of Gene transforming into the Mandarin and the echo of Rhodey telling her he was never real to begin with, never their friend broke her heart.

Punch. Jab. Kick.

Traitor! Traitor! Traitor!

Punch.

Gene.

Jab. Kick!

Why?

Pepper's face was contorted into one that was of both anger and grief; her eyes were narrowed, sweat dripping off her brow, teeth clenched and fists a torrent of fury. She just…she just…ugh! She just didn't know how to feel anything besides rage, humiliation and sadness anymore!

Pepper was so upset that she let out a furious cry, pouring all of her energy into one hit. She was then distracted with catching her breath, not taking into account that the speed and force of her punch would cause the bag to return to her much faster. She squeaked when the bag crashed into her side and sent her flailing to the ground.

"Pepper!" Her mother cried as she ran over and pulled her to her feet. "What happened? Are you all right?"

To her internal embarrassment, Pepper took one look at Janine's concerned face and burst into tears, collapsing into her open arms.

"I think it's about time we had that talk," Janine noted, stroking Pepper's hair.

"Oh, Mom. I'm not crying for me," Pepper sobbed. "I-I'm crying for the poor punching bag…it's suffered so much abuse."

Janine smiled wryly. "That's sweet of you, Pep, but we're having that talk whether you like it or not. It seems like the punching bag didn't really help."

"No, it did," Pepper admitted, voice small. She allowed her mother to lead her over to the bench where the gym bag still rested. Moving it to the floor, Janine sat on the bench and motioned for Pepper to do the same. When Pepper sat, she rubbed both of her hands over face then dragged her fingers through her crimson locks, ignoring how fluffy and sweat spiked they got. She tilted her head back and blinked her eyes furiously in the hopes that she could will her tears away before they could attack again.

She sniffled and took a shaky, but gusty breath. "Okay," she murmured to herself. "Okay, okay, okay." She looked at her ever patient mother and have her a weak smile before delving into her tale. Well, an abridged version of it anyway.

"There was this guy. A new guy, having transferred like, the same day as Tony did. His name is Gene. At first, and by 'at first', I mean for months, I didn't like him. Neither did Rhodey. You see, Gene came off as very confident—no, not confident, Gene screams 'arrogance'. He had this whole, 'oh, I'm so rich and so smart' thing going on, which is weird since Tony doesn't behave like that, well, not all of the time anyway and Tony is richer and smarter. I mean, hello, Tony is a genius and heir to billions of dollars.

But you don't always see this side in Tony; he's really nice and genuine. He cares about his friends, is willing to stand up for his friends and has a lot more patience with me than I deserve. Then he has those eyes, those stupid, fascinating blue eyes—"

"Ah, Pepper? Honey?" Janine interrupted. "You're getting a little off track, weren't we supposed to be talking about Gene? The one who seems to be causing my daughter, you, absolute misery?"

Pepper had to fight back a laugh at the threat that hid beneath her mother's fascinated tone. "Right, right. Gene. So, I didn't like him and he didn't like me. For a long, long time. But Tony did like Gene, they got along great. Gene understood Tony and that's just what Tony needed after the loss of his dad, transferring to public school which was like a whole new world to him and the usurping of his dad's company.

They spent so much time together and Tony, whom I had only known for a short while was already my best friend, I didn't want to lose him. So, I made an effort to reach out to Gene and befriend him. It worked and we became friends too. Gene also really understood me; we had so much in common. I felt so relaxed and like I could be myself when I was around him. I liked him, Mom. I really liked him. But it was all a lie."

Janine frowned, already aching for her daughter who was no doubt experiencing her first heartbreak. "What do you mean?"

"Gene, he…" Pepper knew she had to be careful. Her mother couldn't know all the details, but making this seem like high school drama over that of a soap opera wasn't as easy as it seemed. "He was after Stark Industries," she finally settled on saying. That was true, sort of. He was just after the head of the company when it came to specifics.

"It was opportune, you know, befriending Tony when he was vulnerable. Not that Tony's naïve, but hey, he was new to public school and could use all the friends he could get, not just me and Rhodey. And like I said, Gene is rich and smart, so he's a lot like Tony. But still different…really different. Anyway, Gene befriended all of us, lowered our guards and finally attacked, trying to take away Stark Industries from Tony.

When Tony found out, he was hurt but he was also angry. We all were. We confronted Gene who grew angry, his mind clouded with avarice and a thirst for power. He tried to hurt Tony and Rhodey, really hurt them, you know, hospi—"

"Did he try to hurt you?" Janine asked, her voice low and resonating with all of the protective rage a mother could have. She was even more threatening due to her career. Pepper couldn't help but wonder bitterly if Gene would have any sort of reaction to knowing her mother is a S.H.I.E.L.D. agent. Frankly she couldn't imagine Tony or Rhodey's reactions either.

"No, he didn't hurt me," she continued. "Not physically anyway."

"But his betrayal has scarred you," Janine concluded. She wanted to be overprotective and ridiculous, hunt this Gene jackass down and throttle him for hurting her little girl. But, this was Pepper's battle. She could only cheer from the sidelines.

"Yeah," Pepper nodded. "It has." She slumped against her mother. "Mom, what do I do? How can I get past this? I'm so hurt and yet, I feel selfish."

"Selfish?"

"Here I am, sobbing against my mother while Rhodey has buried himself in schoolwork and Tony is tearing apart Asia trying to find his father who apparently is alive."

Janine smirked. "As a mother and…I guess as a S.H.I.E.L.D. agent, I don't know if I'd approve of Tony gallivanting across Asia, even if it is to find his father, but the boy has the financial resources and the determination. I doubt anyone could stop him."

"That's Tony for you," Pepper conceded.

"Have you spoken to either Tony or Rhodey over the summer?" her mother asked.

"More Rhodey than Tony," Pepper replied. "Tony's determination and focus make him a bit harder to reach." She smiled lightly. It was like that most of the time when Tony was home. Rhodey also reached out to Pepper more often for back up since he was now the protector of Manhattan while Iron Man was away.

"So you see?" Janine began. "You're not being selfish. You're being a teenage girl who's been hurt and had her trust broken. You're still talking to your friends and they're still talking to you. Look," she placed a hand on her daughter's shoulder.

"This is going to suck. Really suck. You're going to be sad, angry, confused, frustrated. These emotions take their time before peace can be let in, but you will get there. You will smile and laugh again and you will move on. And when you do, the people you love will be there, just as you'd be there for them.

You need to have patience, but unfortunately, darling girl, you lack patience just like me. I can hope you can find that patience, distract yourself maybe as you work through this. You can do this, you just need to let yourself do so."

Pepper was uncharacteristically quiet as she absorbed her mother's words. Patience, ugh. Mom was so right, she didn't really have that. But then, neither did Tony and sometimes neither did Rhodey. This small pet peeve made her feel closer to her friends and it was a distraction. Sort of.

It was a start.

She hugged her mom. "Okay, Mom. I'll try to be patient. I won't like and you're right, it sucks, but I can get through this. Pining over…Gene? Sooo not healthy."

Janine eagerly hugged Pepper back. "I'm so glad you understand."

After a moment, Pepper leaned back and quirked an eyebrow, asking, "do you think that next time we have a heart to heart we can…not have it at the gym?"

Janine laughed as she stood, picking up the duffle bag as Pepper stood as well. As they moved toward the exit, she replied slyly, "sure, we can have it on the helicarrier."

"Really?!" Pepper asked, doing her best to quell her shriek.

"Heh, no."

"Awww…Mo-om."

One month later…

As Pepper sank into Tony's welcoming embrace and listened to his whisper telling her that he missed her too, she knew her mother was right and that it was okay to let go of the pain and begin to truly move on.

I have to thank this fandom, one look at the archive and I was suddenly inspired, writing like I hadn't in so long. I wrote this in two days. While it's not my greatest work, I do like it and one day I might do back and brush it up. I'm even inspired to continue Balancing Act, another Armored Adventures fic of mine that was started ages ago. I'm not saying chapter two will be up tomorrow…but soon.

I know Pepper's nightmare doesn't line up with what actually happened in the episode, but I had written that from memory before I re-watched the episode and dreams can sometimes mix up events. I also know Pepper finds out about the four year college degree she must get in season two, but it added to the mother-daughter moments.

I hope you guys like this fic!