Authors Note:

Sorry it's been awhile, I've been busy…but mostly lazy. I apologize for that… Anyways, I'm really happy with how this turned out and it's really one of the best pieces of writing I've done in awhile, so I hope you guys really enjoy it .

A few thank you's:

1. To my lovely Grace#2, my amazing beta who edited this whole thing beautifully and made it sparkle. You make my life woman! I'm taking you out for ice cream soon, cause you really deserve it

2. To everyone who either added me as one of their favorite writers or added my first one-shot to their favorites or both. Thank you guys for such a great response to my writing, it means a lot!

Oh, and as you read, listening to 'What I wouldn't do'-by A Fine Frenzy! It fits the situation pretty good.

That's about it. If you want to review, go for it bros! Hope you enjoy this! :D

Finally: I DO NOT OWN MARVEL OR ANY OF ITS CHARACTERS! BELOW IS JUST MY BRAIN POOP AND I AM NOT MAKING MONEY OFF OF IT! That is all…

The lightening created a spider web pattern across the sky. A tremendous roar followed.

Pepper's cat, Thomas, who had been grooming himself, gave a loud yowl and ran under the bookshelf to hide. Pepper couldn't blame him. She had never liked storms all that well, but as long as she wasn't wet, electrocuted, or without power, she didn't mind a little bit of a tempest.

She sat on her couch in her small apartment, curled up in a blanket, eating left over Chinese food, and watching the weather report. For now, she was completely content to let Mother Nature have her fit outside while she sat cozy and warm indoors.

Thomas gave a throaty moan from underneath the bookshelf.

"Oh, be quiet. It's not that bad," Pepper scolded. Just as she said this there was a loud crack and a low rumble that followed. Suddenly, the lights flickered once,

Twice,

A third time,

Then black.

"Crap."

Pepper stared at her now blank TV screen for a long time, letting her eyes adjust to the darkness. If there was one thing that Pepper truly hated (besides eggplants) it was the dark. She had been afraid of it as a child and had always required a nightlight, but as she had grown, fear turned into plain annoyance.

Once her eyes had adjusted and she could make out the fuzzy silhouettes of her surroundings, she got up and began slowly picking her way towards the kitchen to search for a flashlight and some matches.

As she made her way along, trying not to trip on anything in the process, she noticed that her eyes were already beginning to play tricks on her in the shadows. She attempted to ignore this and not let her imagination get the best of her.

Stop imagining horror movie characters, stop imagining horror movie characters…

"Ouch!" Pepper cried as she stubbed her toe on a kitchen chair. At least she knew she had made it to her destination. She groped around until she found the drawer she was looking for. As soon as her hand closed around the flashlight she clicked it on. She let out a sigh of relief to find it didn't need new batteries. At least for awhile, anyways.

Next, she found a box of matches. Only thing left was to get out candles. Which were in a box…which was in her closet… which was in her bedroom… which was looking very dark and creepy at the moment.

She attempted to let a ball of saliva slide down her throat, but it got stuck. Her childhood fears had stopped in for a visit.

No way! Not happening! I'll just wait until the lights come back on, I can manage with just a flashlight until then. No need to have an anxiety attack.

Five minutes later, Pepper was having an anxiety attack as she watched her flashlight flicker faintly.

Ok! Panic! Panic! What do I do? What do I do? Not going into my bedroom, there might be a creeper waiting to attack me. Can't just sit in the dark, 'cause then the creeper will attack me from behind when I can't see him.

Thomas put in a pitiful yowl from his hiding place, as if to stress the severity of the situation. Pepper wracked her brain, trying to think of what to do, the shadows in the room growing creepier by the minute.

Come on Virginia, think! Um, call someone! That's it! I'll call someone! Pepper ripped out her cell phone and called the first number on her speed dial.

"Yello'?" Tony said sounding exuberant as usual. Pepper was thankful to hear he wasn't sleeping.

"Hey, Tony." Pepper said through a sigh of relief. It was so nice to hear someone else's voice.

"What's up?" He asked. Pepper searched for an answer to his question. 'Oh, you know, I'm just having a panic attack because I'm afraid of the dark,' didn't seem like the appropriate way to approach the subject of 'what's up'.

Maybe I should've figured out what I was going to say before I called him…

"Um, I was just wondering…if you still have power. 'Cause of the storm…" Pepper said clearing her voice and trying to hide the panic in her voice.

"Uh, no, I'm good here…" Tony replied, sounding suspicious.

Crap, he's on to me…

"Oh, great. I was just wondering because mine went out, so I was just checking to see if you were alright." Pepper managed to get out.

"Oh really? Well, are you ok? Do you need anything?" Tony said sounding a little concerned. Pepper bit her lower lip.

"Um, well…" Pepper mumbled as another bolt of lightening flashed, followed by a sharp crack. Pepper dropped the phone, a squeal escaping her lips.

"Pepper? Pepper?" She could hear Tony saying from the phone that was now halfway under the couch.

"Yes, I'm still here," Pepper said, scrambling to retrieve it.

"What was that? Are you ok?"

"Yeah, sure, everything- everything is fine…" She twittered nervously.

Tony sighed. "Pepper…Do you want me to come over until your power comes back on?" She couldn't tell if he sounded annoyed or sarcastic or somewhere in between.

"Yes please," Pepper said, her voice an octave higher than normal. She heard Tony sigh on the other side of the line.

"Alright, I'll be over soon-,"

"Tony, you don't have to. Besides, I don't want you to have to drive in this." Pepper said.

"No, it's fine. Give me fifteen minutes, give or take a few. Do you want me to bring anything with me?"

"Flashlights and batteries. Oh, and matches. I think I'm almost out of those." Pepper said.

"Ok, I'll be over soon." There was a click as he hung up. Pepper slid her phone back into her pocket and curled up with a blanket on the couch, praying a creeper wouldn't try to attack, at least until Tony got there.

Exactly fifteen minutes later there was a knock at Pepper's door. She flung it open, to see her knight in gold titanium alloy, not something she had been expecting.

"Oh my god, you flew?" Pepper asked in astonishment.

"Yeah, how else would've I gotten here in fifteen minutes?" Tony said, sliding past Pepper to get inside, his arc reactor lighting up the apartment.

"What if you got hit by lightning?" Pepper asked.

"Oh, you worry too much." Tony said with exasperation. He set down a bag that he had brought in with him. "I got everything you wanted me to bring, I think…" Tony said pulling out a flashlight and clicking it on.

"Thank you. Um, if you want to make yourself more comfortable, you know…" Pepper said gesturing towards his suit.

"Oh, yeah," He said. He pressed a button on his arm and instantly the suit began to fold away from his body. After a few seconds, the suit was compacted into a rectangle the size of a brief case. He set it aside and then returned to digging through his bag. "Here are the matches and I could only find two flashlights, although I could've sworn I had more of them somewhere," Tony muttered.

"Thank you," Pepper said grabbing the matches, "I'll go get the candles…" She trailed off, as she turned towards her bedroom. Despite the fact that Tony was there, she still feared of something lurking in her closet.

I'm so pathetic.

"Pep, you ok?" Tony asked, noticing her falter in movement. She looked at him, eyes wide.

"Will you go to the closet with me?" She asked pitifully.

"Why?" Tony asked, an amused smirk crossing his face.

"…I'm scared…" Pepper mumbled so quietly that Tony had to lean forward to catch what she had said.

"You know, you would think that a woman who is brave enough to face me everyday wouldn't be afraid of anything else." Tony said with a laugh. Pepper put her hands on her hips.

"Well…everyone has to be afraid of something!" She said. Tony smiled.

"Not me. I'm not scared of anything." He said, puffing out his chest.

"Well you should be. Just because your Iron Man doesn't make you invincible." Pepper scolded.

"Yeah, yeah, now show me where the candles are." Tony said as he headed for her bedroom.

"There on the top shelf in the closet," Pepper said following close behind. Tony made his way to the closet, but stopped as he grasped the doorknob. He glanced over his shoulder to give Pepper a mischievous smile.

"Ready to face the boogie man?" He asked. Pepper rolled her eyes.

"Just open the closet." She snapped. Tony let the door creak open inch before he threw it open all the way. Suddenly, a large, dark object fell on top of them. Pepper let out a high pitched squeal as she clutched the back of Tony's t-shirt.

"Pepper! It's just a blanket!" Tony said turning around with the object in his hands. Pepper stared at it for a moment, allowing her panic to subside enough to register his words.

"Oh…" She mumbled as she loosened her grip on Tony's shirt. Her cheeks turned scarlet underneath the pattern of freckles. He snorted teasingly before handing her the blanket and turning back towards the closet.

Once he had retrieved the box of candles and they had brought them out into the living room, Pepper began lighting them and spreading them throughout the room. Soon, the apartment was filled with a warm glow.

"So, what do we do now?" Tony asked once Pepper had joined him on the couch. She pondered his question for a moment.

"Well…I don't know. What should we do?" She asked. Tony scratched his goatee.

"Can't watch movies, no power, can't listen to music, no power, and can't use the microwave, no power. Hmm, got any board games?"

"No." Pepper replied.

"Ok, well, what about cards! Got any cards?" Tony mused. Pepper frowned.

"You know, I think I do somewhere…" She said jumping up and heading for the kitchen. She rummaged through a few drawers before finding an old, dusty pack of playing cards.

"Wait! I got an idea!" Tony exclaimed.

"What?" Pepper asked.

"I can't tell you until I'm finished. Close your eyes!" Tony said.

"What? No way!" Pepper cried a little flustered.

"It's a surprise Pep! Come on, don't look!" Tony said waving his hands frantically. Pepper groaned, but did as she was told.

As she waited with her eyes closed, she heard a lot of banging and scuffling. She tried to take a small peek, but every time she parted her fingers, Tony would shoot her a reprimanding glare. Pepper sighed, and kept her eyes shut in order to meet his childish demand.

After a few minutes, things began to quiet down. Then she felt hands on her shoulders which made her jump.

"Ok, walk this way," Tony said leading her towards the couch. "Just a little farther, oh, watch out, ok, and, open your eyes!" Pepper opened her eyes to see two kitchen chairs had been pulled in between the couch and the coffee table and the blanket from the closet and the comforter from her bed, were now draped over them.

"Um…" Pepper mumbled, not quite sure how she was supposed to respond.

"So, what do you think?" Tony asked, sounding pleased with him self. He rocked back and fourth on his heels, biting his lip to keep from grinning. A certain light had entered his eyes.

"I-I don't know. What is it supposed to be?" She asked, her nose scrunching up in confusion. Tony shot her an irritated look.

"It's a fort! Duh! Come on; don't tell me you never made one of these as a kid!" Tony cried in exasperation.

"Oh, well, yeah I did…" Pepper muttered.

"I used to love building these things, especially on stormy days, best time to do it, I think." Tony said as he stared fondly at his creation. The light in his eyes was replaced with stale nostalgia.

"I thought we were just playing cards." Pepper reminded him.

"Yeah we are! Come on in!" Tony said scrambling under one of the flaps. Pepper sighed, but followed suit and clambered her way into the fort.

It was surprisingly roomy for something made in less than five minutes, and had enough space for them to stretch out if they wanted. Tony seated himself opposite from the entrance shuffled the deck of cards.

"So, what card games do you know?" Tony asked.

"Not many," Pepper admitted sheepishly and she seated herself across from him.

"Which ones?" Tony asked, not looking up.

"Um, I know how to play Spoons, at least I think I remember, and um… Go Fish…" Pepper trailed off. Tony looked up and frowned.

"Your childhood went completely to waste, didn't it?" he asked.

"Hey! That's not true!" Pepper cried out.

"Whatever, all I know is that we are not playing Go Fish. Here, let me teach you how to play War," Tony said beginning to deal the cards.

For the next few hours, Tony taught Pepper every card game he knew, from Rummy to Spit and just about every version of Poker that exists. He insisted they play B.S. for a long time, just for an excuse to scream "bullshit" at the top of his lungs. Pepper knew it wasn't possible for her to retain all the information that he gave her, but she found a little more enjoyment within every game she was taught, even though she forgot most of it by the time they began a new one. They were in the middle of another game of poker when Pepper had had enough.

"Tony, we need to do something else." Pepper said at last, laying down her cards.

"Oh, come on! This is fun!" Tony pleaded.

"Yeah, for you 'cause you're winning!"

"Good point." Tony said also laying down his cards.

"Thank goodness…" Pepper mumbled.

"So what do you want to do now?" Tony asked reclining against the foot of the couch. Pepper leaned back next to him.

"I don't know." She replied. They both sat quietly for a moment, Tony playing with a flashlight, clicking it on and off.

Suddenly, he reached up and set it on the seat of the couch so that its light projected onto the other side of the fort. Pepper watched as he positioned his hand in front of the light. The shadow took the form of a rabbit and smiled as it hoped around and its ears twitched. He grabbed Peppers hand and pulled it in front of the light. The rabbit suddenly transformed into a monster that began eating Peppers hand. She laughed and then deciding to participate, morphed her hand into an elephant.

They did this for a good twenty minutes, creating all kinds of different shapes with their hands. Pepper was unsurprised but a but impressed that Tony could turn a childish game into an event littered with suggestive innuendos. Thomas at last decided to come out from his hiding place underneath the bookshelf and join them, curling up on Tony's lap.

"Hey Pepper?" Tony whispered, as his dinosaur ate Pepper's dog.

"Yeah?" She responded, focused on their shadow puppets.

"You know how you said that everyone had something to be afraid of? And how I said I wasn't afraid of anything? Well, I was lying, you know…" Tony's whisper was barely audible. Pepper glanced at him, and with a jolt noted the sincerity on his face.

"Then what are you afraid of?" Pepper asked, lowering her voice. Tony's jaw set.

"I'm afraid of losing you." Tony said. His voice held a note of rare and complete seriousness. Pepper became still. She flushed under his flattery but her mind reeled in confusion. It didn't seem believable that he would be afraid of losing her. She was just Pepper, just Tony Stark's personal assistant. Nothing more.

None the less, she gave him an encouraging smile. He returned it quickly, his serious façade disappearing.

"ROAR!" Tony yelled, his hand chomping down on hers. She smiled.

"But I'm a poison dart frog!" Pepper cried.

"No fair!" Tony retorted with a laugh. Pepper laughed too.

Despite her self, Pepper found the entire evening had been quite entertaining. She had done things she hadn't done since her childhood, but it felt good to revisit them.

Halfway through the evening the lights came back on, but then were turned off again, by popular demand.

The storm continued to rage on, but Pepper was completely content to let Mother Nature have her fit outside while she sat cozy and warm under a handmade fort, playing cards and making shadow puppets with her best friend.