Tony and Pepper were in the armory late at night. Rhodey wasn't there because he had been sick. Pepper was fidgeting with her hair and Tony was working on the war machine armor. She was bored so she went to the computers to watch tv. But for some reason she was still bored so she went up to Tony and watched what he was doing. She had no idea so she asked, "What are you doing?"

"Well, I'm upgrading the War Machine armor to make it retractable." Tony said.

"How can it retract if it's that big?" Pepper asked.

"Well, instead of retracting into a backpack it will retract into a larger messenger bag, like the one Rhodey has." Tony said looking over to her.

"Well that sounds like a blast and all, but I'm going to go and draw." Pepper said sarcastically.

She walked over to the desk and sat down. She pulled out the drawing she had been working on. It was a portrait of Tony and she was almost done with it, she just has to finish his eyes, but whenever she thinks of his eyes she gets lost on her thoughts daydreaming about him and next thing she knows it's 2 hours later. Unexpectedly Tony walked up behind her and secretly observed the drawing and realized it was he. That's when he had the idea.

"Hey, what are you drawing?" Tony asked.

Pepper was startled; she didn't know he was secretly looking at the drawing so she flipped over the piece of paper.

"Oh, just my armor that I want. Oh, that reminds me when are you going to make mine?" Pepper asked.

"Well not now, but it's a beautiful night so how about we go outside and observe the stars?" Tony asked.

Inside Pepper was screaming with joy and happiness, but Tony couldn't know that so she said sure.

"Well, I'll get a few blankets and meet you out there, while you find a good spot." Tony said.

"Sounds good." Pepper said.

Tony got the blankets all laid out and Pepper picked the spot to lie down at for the blankets. They had a clear view of evey single constellation and star.

"That's Ursa Minor and Ursa Major." Tony said.

"There's the North Star." Pepper said. They kept going on and on like that for an hour and get in few hours then they started talking about other things like Rhodey or school and finally back to them.

"So, um this is nice." Pepper said.

"Yeah, I like it to." Tony said looking over at her.

"Yeah, very pretty." Pepper said looking over at him.

They looked at each other and locked eyes for a few moments and unconsciously leaned in. They kissed each other passionately and enjoyed every moment of it. They kissed until they ran out of air. They pulled back panting.

"Um that was, good." Tony said awkwardly.

"Uh, yeah." Pepper said.

"So, um, uh-" Tony tried to say.

"I'm tired, is it okay- if I- sleep- here-" Pepper said falling asleep.

"Oh Pepper." Tony said to himself. He pulled the blanket over him and her and stayed awake for about an hour lost in his thoughts then he fell asleep. But before he fell asleep tucked in with Pepper he muttered "Pepperony" to himself