A/N: This is a one shot intended to go with the "A Memorable Morning" story. It sort of fills in the blanks between how Tony and Pepper's relationship grew from Iron Man 1 through to Iron Man 2 and finally to that kiss they shared on the roof top. I hope you enjoy it because I SERIOUSLY enjoyed writing this hehe. enjoy...

The first time he said it he was drunk and delirious and she wasn't entirely sure if she could even count it as the first.

It all started when she had been busily working away on her laptop in his mansion in the later hours of the evening. She was carefully trying to calm down the not so long ago confession he made public to the world about being Iron Man when she heard the front door stammer open. Her curious eye wavered to the time that Jarvis cleverly splashed across the window and she raised a very curious brow. She had not spent 10 years of her life carefully managing his life to not notice that 11:30pm was definitely way too early for him to even be home. Granted it was a Monday night but nonetheless, 11:30pm was practically equivalent to an 8:30pm in his standards.

But despite the bombarding questions filling her mind she stood from the lounge and made her way to the front door. Before she could even reach the front door she heard a rush of clothing and a very notable thud. She groaned inwardly at the sheer thought of what that thud could possibly mean. She didn't even wince when she saw him happily sprawled on the floor trying very unsuccessfully to reach the door handle of the door that was still widely open. It didn't take him more than a second before he gave a very audible 'humph' and dramatically collapsed on the floor.

She glimpsed wearily outside and saw the very haphazardly parked Audi R8. She sighed and shuddered to think how he even made it home without crashing.

"Jarvis," she barely said.

"Right on it, Miss Potts," the AI sounded before the door automatically shut and instantly clicked announcing its locked status.

She sighed and bent forward to brush the bangs of his hair falling across his eyes. She noticed a slur of lipstick across his collar and she pointedly decided not to imagine just what he had been up to. But the thing that she couldn't quite understand was why he had even bothered to come home at all. He could very well have just stayed in a hotel with whomever he was with and finished the night off there instead of here. It wasn't like he couldn't afford it or anything, quite the contrary. He was very well equipped where money was concerned.

"Tony," she said his name softly.

He groaned and turned his head to the side, his hand sliding up the tile as he pressed it over his forehead.

"Tony," she tried again and this time touched the hand that he had clasped over his face. She pulled it down gently and patiently waited for him to open his eyes.

"Pep-Pepper?" he mildly whispered and shifted again as he tried to blink his eyes open.

She touched his forehead and sighed again. "How much did you drink?"

"Mmm..." he hummed and shifted his body till he lay on his side, "A lot."

She rolled her eyes slightly and decided it was time to let him sleep it off in his bedroom. She brought herself to a mild bending stand as she pulled at his hand and ushered, "Come on, Tony, let's get you upstairs."

"Mhmm..Grhmmm..." he muttered and buried his head further into his shoulder as he tugged at the arm she was holding.

"You can't sleep at the front door, Tony," she mumbled and tugged his hand again.

It took her several minutes of protesting and several uncomforting tugs before he finally pulled himself to a swaying stand. She let him put a hand around her shoulder as she carefully steered them toward the steps. She smelt the radiating aroma of his perfume tainted with Whiskey and she soundly wondered just exactly what 'a lot' counted for. For her standards, three shots was a lot. She had seen him drinking of course but he was always still quite sober around the 6th shot.

She deployed him onto the bed and much to her dismay he completely plummeted to the mattress with a very generous thud followed by a barely audible groan. She shook her head and felt mildly amused at his situation. He really didn't learn did he? One would think that after 10 years of experience in getting drunk and fighting that throbbing mind slam after a session of drinking would have been inscribed in his brain. She crossed over to the other side of the room and shook her head slightly at the thought of his ridiculousness. She pulled out one of his loose MIT shirts and didn't bother grabbing a pair of sweat pants. She didn't think it would be entirely wise to thread her fingers across that area right now. She could only imagine what that area had been preoccupied with earlier. The last thing she wanted was for him to mistake her as another one of his bimbos.

She haphazardly dropped the MIT shirt to the side of the bed before she pulled at his hand. It took her another few minutes to persuade him to sit up so that she could attend to undressing him from his alcohol smelling suit. His head lolled to the side as his eyes slurred very much like his expression.

"Pep...Pepper, you're undressing me?" his words slurred as he motioned to himself and to her.

She nodded and carefully slid the suit from his body. Her eyes fell very curiously at the way his shirt was still so neatly tucked into his pants. She was beginning to suspect whether he was even occupied earlier because he would surely have found it unnecessary to tuck his shirt in if he was simply heading home. He was always careless after those types of charades and it was very unlike him to remain so well dressed.

"I...I couldn't, you know," he slurred again as he barely looked at her through his drunk eyes.

"Couldn't what?" she asked as she untied his tie and carefully placed it beside him on the bed.

"She...Katherine...no, Kath...no...I think Kate?" he stumbled across his words as she unbuttoned his shirt.

She half heartedly listened to him as she pulled the shirt from his body. At the mention of another one of his bimbo's names she pushed the thought and glimmer of hope somewhere inside her soul away and decided, well dressed or not, he was still the same Tony she knew. She really didn't want to listen to him recite his night's activities. It was really unbecoming to listen to such things from him especially since he also happened to be her boss and not to forget Iron Man.

"Kate...I think," he slurred as she slipped the MIT shirt over his head. His eyes was bloodshot as he looked intently at her and continued, "Well...she threw herself at me and I.."

"Tony," she said simply with that very Pepper like look on her face, "I really don't want to know."

"But...but..." he stumbled.

"Undo your pants please," she instructed and pointedly ignored him.

"She...and then I," he slurred again.

"Fine, I'll do it then," she sighed and reached for his belt.

He twitched at her sudden closeness and she withdrew quickly.

"At least undo the belt and buttons then," she scolded angrily, her eyes very fixed on his knees. She really didn't want to look at him now.

He didn't move and she was progressively getting angrier and angrier.

"Tony," she said sharply and turned her gaze to him.

He strangely looked hurt and yet innocent at the same time. But he seemed to be looking at her with question and she really wasn't in the mood for mind games tonight, especially since he was deliriously drunk.

"What?" she asked after a momentarily pause of silence.

"I didn't sleep with her," he slurred but at the same time held a very serious expression.

The words took her by surprise. Him, Tony... The man who didn't do a double take at a woman throwing herself at him? The same Tony, the very one and only Tony, Iron Man, her boss?

She realized she had been staring at him for a plausible moment and she coughed uncomfortably and said professionally yet a little giddily, "Whatever you chose to do with whomever you wish to do it with is none of my concern, Mr Stark."

"She wanted too but I-"

"Tony," she said with a tone of warning.

"I thought of you..." he said carefully, his words still slurring but his eyes were strangely sharp and less bloodshot. He almost sounded sincere when he added, "I couldn't."

She composed herself after moments of silence and tentatively mumbled, "Mr Stark."

"You're all I have," he slurred again as he stretched his hand to capture hers.

"Tony, this is-"

"And I realized that I couldn't because-"

"completely unprofess-"

"I love you."

And the world suddenly stopped around her. He couldn't be serious right? He was drunk and not to mention delirious and there was evidence of lipstick marks on his damn collar. Surely he didn't mean it. He couldn't be. She didn't want to believe it. He just couldn't be committed to such a thing and not to forget his reputation with women. He just couldn't love something let alone love her. But why was she even considering it?

"Pepper..." he mumbled, drawing out the end of her name rather longingly under his breath.

She felt him squeeze her hand slightly and she couldn't take it anymore. "You don't mean it," she threw at him calmly and slipped her hand away from his hold as she reached to grab his discarded shirt and tie.

"Pepper," he called her name again, his voice still slurring as she evaded his gaze. She didn't want to believe it because it couldn't be true. He could never love her let alone love anything for that matter.

She balled the clothes in her hand and tossed them to the nearest chair. She didn't bother to look back at him and chose to ignore his plea for her. She bent her head lowly and mumbled, "Goodnight, Mr Stark," before she closed the door behind her.

The second time he said it he was battered and bruised. He wasn't drunk and he was surely and completely sober. She had been busily working in his lounge that morning waiting patiently for him to return from his mission. She needed his view on some things seeing as he had suddenly promoted her to CEO. She had to admit she was quite surprised at him and very honoured that of all people he'd chose her. But her thoughts became abruptly averted when Jarvis announced his arrival and noted much to her dismay that he seriously needed her help.

She being the over dramatic worried self hurried down the steps in her stilettos and was anxious, relieved but angry at the sight before her. His Iron Man suit was convulsing sparks of electricity and the side of the suit was badly torn and scratched. It looked as if something had hit him hard on his shoulder and she could only imagine the wounds and bruises that were sure to arise the moment the suit was stripped from his body. She watched as the robotic arms carefully removed his armour and she quickly keyed in her code and stepped in.

She caught a glimpse of some bullet holes and she inwardly winced when she saw a trickle of blood slipping down his shoulder. The instant the armour was removed she saw him stumble and he motioned in the air as he instructed Jarvis to call for her. And she wanted to say that she was here, that she had been here the entire time. But she couldn't because this was Tony, the once crude, incorrigible man that made sly remarks and rude jokes; the man that held every ounce of self confidence in his stance as he'd strut around like he was the sexiest thing alive. He didn't look like that man she knew right then. He was limping and there were bruises and blood stained across his body.

His expression was somewhat odd and very genuine. He looked almost defeated, as though as if he had seen something he really did not want to see. He looked shattered and she didn't even want to imagine what he had just been through.

She didn't even hear Jarvis announcing her presence until he turned and she captured his eyes. She wanted to scold him right then and yet embrace him and thank whatever it was that helped him get home given his current and very visible vital signs. She just stared at him because this was a side of Tony she had never seen before. She had seen him with bullet holes in his suit before but never battered and bruised like this. He looked drained and the colour from his face was deathly pale.

"It's not what it looks like," he said, the motion of his hand punctuating his statement.

"Tony..." her voice was broken and soft.

"It's just a few cuts and bruises, I'll be fine," he told her reassuringly as he slowly limped toward her.

She felt momentarily guilty for making him limp toward her. He was the injured one, he should be sitting down and relaxing and she should be walking to him. But she felt rooted to the spot, stilled and frozen as she watched him near her. She half expect him to push her out the glass door and tell her that he'd be fine with some pain killers and much needed rest. But much to her surprise he encircled his arms around her and with that sigh that escaped his lips he buried his head in her neck. She didn't know what to do but gently spread her hands at his back and hold him close. She wasn't even sure if she should even be doing this but then again he wasn't her boss anymore. So the entire situation wasn't exactly unprofessional, at least not to her.

She felt him tightening the embrace and she couldn't help but think that she was surely dreaming. He never held her like this before; never hugged her or embraced her as if he were completely and utterly relieved to just hold her. The walls that he carefully built up around him had never been lowered quite like this before and she wasn't entirely sure how to take it in. She didn't know how to feel but then that vague memory of him announcing his love for her not too long ago surfaced in her mind. Surely he couldn't have really felt that way. But then again, the sudden dismissal of women in his home did make her truly wonder what had really happened to the Tony she once knew. The fact that since his drunkard confession night he hadn't slept with anybody else and was very much involved with attending to miniscule productions in his workshop. He rarely attended parties and whenever he did he was with her and always she noted, completely sober.

Something was seriously different and she hadn't noticed it until now. Of course there were little points here and there but she always brushed them away, always determined to believe that he could never change no matter how much she believed he could. She wondered if he was actually hiding something from her because he couldn't have just promoted her to CEO status for a childish reason. He certainly wasn't trying to impress her or buy her affections for that matter. The company was something very dear to him; something he held in high regard. It was something he treasured and something he built to such a massive empire. It was like his castle, like all of his silly little electronics combined into this one gigantic metallic chip.

And then it hit her like a massive wave; like thunder, lightning, wind and every other possible force of Mother Nature. She felt honoured, gratified and deeply overwhelmed with the thought that he trusted her so much to give her something he held very dear to him. The only thing he probably ever held dear to him. She never looked at it in that respect before. She hadn't even considered how his actions had been so gratuitous.

"Pepper..."

She heard her name being called worriedly under his breath. She pulled back and felt mildly reserved at her onslaught of thoughts. She had never quite thought of his actions in that light before and she really didn't know what to say to him.

"I'll be okay," he said when her eyes looked into his.

She noted how his hands stayed warmly holding her elbows, his thumbs brushing back and forwards on her skin. She wasn't entirely sure how she felt now and she wasn't even sure if it was altogether appropriate. She was his boss or technically, she was the official figure head of the company and he was the secret man or share holder that held a massive amount of shares in it. But his gaze was sincere and she wondered whether he truly had changed. She wondered whether being Iron Man had opened his eyes to a world he never believed existed. She wondered in exactly what type of light he really saw her in and she suddenly felt very strange at the fact that she was beginning to think of him in that kind of emotion.

She suddenly wanted to get away and run as fast as she could from here, from this mansion, from him. She couldn't let him know how she felt or what she was even feeling. He wouldn't, and couldn't ever feel like that. How could she kid herself into believing he could? This was Tony, the remarkable, undeniable, incorrigible Tony. The one that slept with any bimbo that threw herself at him. The one that drank till he was delirious and mumbled to her how he couldn't sleep with a bimbo because he thought of her because he realized he loved her.

She doubled at her thoughts and evasively averted her gaze from him. She looked very interestedly on the floor and slipped her elbows out from his hold. She couldn't let him take over her. She couldn't let her feelings for him cloud the fact that this was Tony she was falling for. She couldn't and wouldn't let him hurt her. She just couldn't.

"I'll uh...your pain killers," she hurriedly muttered under her breath, her eyes fixed on the glass door now as she made her way to it. Granted it was only mere steps away but still she felt like she had crossed a continent with his eyes transfixed on her the entire way.

"Pepper," she heard him calling out to her, his voice filled with question and worry.

She reached the glass door and clapsed her hand around its handle and glanced back at him. "I have to go..." she said, feeling overwhelmingly guilty for leaving him in such a state.

He didn't deserve her hormonal gesture and he most certainly was not physically even in shape to chase after her. But she didn't want him to, she needed to think things out properly. She didn't even know where to begin.

"Pepper..." he said softly this time, his eyes still filled with question. "I promise I'll be safer next time."

And she wanted to laugh, because if only he had known what she was thinking then maybe he'd be a little more serious. Then maybe he'd crawl over to her and kiss her and say he felt the same. She gasped at the thought, why was she even thinking things like that. She pushed the door handle down and swung it open.

"I have to go, early day tomorrow," she said seriously and pushed her way out of his workshop.

"It'd probably be clearer if I just said-"

She could hear him mumbling under his breath but she didn't even give him time to finish. But she heard it before the door shut behind her and she saw the rest of it splay across his lips. She turned her eyes to the stairs and bolted. And all the while she couldn't shake it from her mind when she lay on her bed safely in the comfort of her apartment. She couldn't forget the way she had caught a glimpse of his lips mouthing something she wasn't supposed to see.

"I love you."

Something she was sure he would never say again.

The third time he said it a lot had happened and she wasn't entirely sure whether she was even CEO anymore; or whether Stark Industries even had a future. She didn't even know if half of his mansion was even liveable or whether Jarvis was even still alive after that catastrophe that unfolded on his birthday. She wasn't sure if he was even on the same page as her, or whether he was even thinking or even genuinely saying what he really felt. She wasn't sure if he was making it up or whether that was one of his standard pick up lines.

She could only stare at him and ponder and question and wonder. She could still taste his lips on hers as she stared at him, oblivious to the open sky above them. She noted that his eyes glimmered and there was something that told her that he was speaking much more than just his heart. There was something else that he was trying to show her, something more personal; something that he had kept hidden for a very long time. It was like watching a young boy telling you he liked you for the first time, or a boy trying to ask you out for a date because he had never asked anybody before.

And even while he stood all mighty and dangerously in his suit he looked so vulnerable. It was as if he had let his guards down specifically and intentionally and not because he wasn't in control. It was if he had purposefully lowered them so that he could reveal his true self, because somewhere inside him he knew what he was and he knew how hard it was to trust him. She couldn't argue with that unspoken message because this was Tony Stark, the world renowned man that lived up to several uncanny reputations. He was the man that a woman could never trust, a man that had no ounce of feeling for others but himself. And here he was, letting her see the man he had kept inside. The real man he had never been for any other woman before.

"Pepper," he said very softly, the sound of his mechanical suit awakening her from her thoughts. She felt his hands slipping into hers and she wasn't surprised to feel his real hands instead of those metallic gauntlets.

She looked into his eyes, the eyes she had always loved to stare into. They always made her world stop and heart flutter. They always made her feel safe and secure, as if nothing could ever harm her. She felt like they were in another dimension, in a dream or a world where only good things happened, only beautiful things happened. She didn't even think about the raging fires or the exploded buildings scattered around the empire he had built. She could only look at him and wonder what it would be like to be the only woman to ever love him. The only woman to ever give him the day of light or listen, really listen to him ramble on about some invention he was working on.

It was always the small things that mattered when it came to him. It was those looks and those brief touches on her lower back or the way he'd lean closely to her at those parties when men approached her. He was always staring at her, always watching her. But it was the way he had been talking to her lately that really said more than anything else. The way his eyes would narrow seriously when he talked to others but falter and soften when he'd catch her gaze. The way his body expression would almost wilt and waver and swerve. The way he'd delightedly smile at her a true genuine happy smile. He wasn't a man to show his true feelings very often or rather a man that had learned to keep it hidden so well. And when he did she knew he really meant it.

She felt his thumb carefully caressing her skin at her elbows again and she softened inside because this was Tony, her Tony. The man that she'd vowed to never love, to never even think about in that kind of light. But here she was falling for him and all the while he had already fallen for her. He had already been on that level while she was still flying high and trying to figure it out and forget it all at the same time.

"There's one thing I want to say to you but, I've never said this to anybody before because I have never felt this way at all for anyone," he paused momentarily as he leaned in, looking into her eyes deeply as she felt a hand slip from her elbow before carefully touching the side of her cheek, "but with you..." she watched his eyes falter as he struggled to find his words, "with you I feel like I'm me. I feel better, like I can do anything I want to...what I'm trying to say is that...Pepper, I love you and I know it isn't easy to trust me when I say things like that but for once believe me, because I don't have anyone else," she heard him say.

And she melted inside because he was saying everything she had always wanted to hear someone say to her. But hearing it from him was something entirely different. It made her world stop and every tangible thought in her brain vanished because this was him, this was Tony.

"I only have you," he continued softly, his eyes deeply sincere and genuinely affectionate. "And I only want you."

She couldn't believe it. That it took two times for him to say it, and the third time for her to believe it. He didn't want anybody else, he only had her and he only wanted her. It made her heart swell and her very professional expression was now replaced with a comical hormonal, loving and overwhelmingly romanced expression. She really did love him and she couldn't deny it anymore. She couldn't forget about it or think it was nothing but her general affection for him. She really loved him and knowing he was dying last week only magnified how much she wanted to have this with him. Because he deserved someone to love him too, to show him what one woman could do what others could never do. To show him love at its finest and most perfect form.

"You kind of...need to say something," he stumbled his words across to her nervously. His eyes was very much less sincere now and less intense as she suddenly realized she had regarded him with profound silence. "I'm not sure what you're thinking because there seems to be a thousand expressions running over your face."

Her lips pursed from a straight line into a half smile half frown as she pressed herself to him. She didn't care if the metal dug into her skin or the fact that he was very stiff to hold because a entire plate of metal, wires and electricity were separating their bodies. She slipped her hand into his helmet to rest gently on his cheek and she looked deeply into his eyes.

"I never thought I'd say this, Tony," she mumbled softly as she leaned in, "But I want you to only want me from now on."

She felt his lips curl the instant her lips touched his and she knew he was completely and overwhelmingly happy. She could feel it in his kiss, the way he was both gentle and warm and deeply endearing. She could feel it in his breath against her cheek and in the way his muscles at his neck loosened when her fingers played with the hair at the back of his neck. She felt his hand that was at her cheek slipping into her hair and his other hand pulling her body closer.

It had taken her the third time he said it to actually believe it. And she heard it when he was delirious, battered and bruised and now completely reformed to greatness. She didn't know why she had denied it all along because it was easier to love him than to try not to love him. But the one thing she couldn't believe was that of all women, he'd chosen her. The woman that had nothing, that wasn't downright sexy or dressed in a miniature skirt and loose shirt. She wasn't flimsy or carelessly flirting all the time. She was Pepper, his once PA turned CEO who had done everything from picking up after him to bossing him around and managing his life. She was just simple Pepper Potts, the woman that many of his bimbos had always regarded as being the famous Pepper Potts of Tony Stark.

She thought mildly between his affectionate kisses and gestures at the sheer irony at the whole thought of it. That he'd choose someone as simple and plain as her to love and cherish for the rest of his life.

end.