Author's Note: Part 1 of 3, depending how well people take to it. Takes place in the middle of Iron Man 2. No warnings.

It was on the plane ride back from Monaco that the realization was really setting in for Tony Stark. He was dying and his world was slowly caving in. It was also when he realized that he missed having Pepper around. He had recently promoted her to CEO which pushed her out of his life, which would do her a great deal of good when he did finally die. Die. It was a really hard concept for Iron Man to swallow but it was true. His close calls with death were nothing compared to the evidence stamped on his chest like a black badge of honor. He was slowly dying and he wasn't sure what he could do about it. There was so much he had done and yet so much he still wanted to do.

He needed to tell her, she had to know. She was his successor after all.

He would leave his company and all other duties to Pepper Potts and he would be gone and maybe she would be better for it. She wouldn't have to deal with him or any of his hang ups. He would miss her the most but he couldn't tell her that. It was too hard and things would be too real. So when he got in their jet, he asked Natalie to take another ride back to sunny California so he and Pepper could have some time together. He let Pepper off to do whatever it was Peppers did when they almost died from an unruly psychopath attacked them. Meanwhile Tony attempted to navigate the working kitchen of the plane and make Pepper something to eat. And maybe when she was eating, he could try and get something off of his chest, out of his heart without her interrupting or making it worse.

Maybe with a mouthful of egg, she wouldn't break down when she knew the truth.

So Tony had made his omelet type thing and headed off to see Pepper. He held back and saw she watching the moronic Senator Stern talk about him. And though Pepper was sitting there and he couldn't see her face, he could feel the worry radiating from her. Muting it, he moved around and sat across from his overworked companion and presented her with the meal he had made. "Did you just make that?" Pepper asked, a small smile tugging at her lips. Tony never cooked, at least she assumed he didn't know how.

"Yeah, where do you think I've been for three hours?"

"Tony, what are you're not telling me?" She asked slowly, her eyes moving from the mushroom and spinach omelet to the man in front of her with all of his defenses down. At least most of the masks he wore the public were down. She could tell he was bothered by something, he was crying out for help but she couldn't really hear what she could do. There was a pause and he looked out the window, as if trying to figure it out.

"I don't wanna go home. At all." He looked to her. "Let's cancel my birthday party and…and uh we're in Europe, let's go to Venice, Cipriani. Remember?"

"Oh yes."

"It's a great place to…to…to be healthy." He wasn't sure what he was saying, he was trying to tell Pepper that he wanted to get away from everyone and everything if it meant having her by his side. Why was it so difficult?

"I don't think this is the right time. We're in kind of a mess." Pepper said quietly. If something was eating at him, she wanted him to come out and say it. Despite knowing him for over ten years, she still had yet to master the manual for the internal working of Stark's mind. Tony looked to her, trying to connect a bit better.

"But maybe that's why it's the best time." He pointed out. "Cause then-"

"Well I think," She interrupted him and he wished she would just eat so he could talk and convince her to run away with him. "As the CEO I need to show up." Pepper said. He looked off again.

"As CEO you are entitled to a leave…" Tony told her, wishing she could be less of a workaholic, of all times.

"A leave?"

"A company retreat." He put it another way, trying to get something going. Anything.

"A retreat during a time like this?"

"We need to recharge our batteries and figure it all out." Well he did.

"Not everybody runs on batteries, Tony…" Pepper smiled sadly. Unlike him, she felt like there was a breaking point, she had limits and Tony was testing them. She looked down at her plate and picked it up and then looked back at him as he returned his quiet gaze outside the window and it was then she felt his cry reach the core of her heart and it vibrated throughout her entire body causing her to shiver slightly. Pepper smiled a bit more and reached out for his hand, "Thanks for the meal and…" She took a deep breath. "If you can make the arrangements, I'll go with you." She said.

As soon as the words reached his eyes, he perked up like a lonely dog finally reunited with its master. Tony looked to her and he smiled. It wasn't a normal smile which was plastered on his face when the cameras were on him, no, this was a genuine smile and it was just for the lovely lady in front of him. Pepper's smile grew as she squeezed and then released his hand and started to eat the mess Tony had made for her. It wasn't entirely edible but she ate what she could while Tony typed away on his laptop. Pepper assumed he was taking care of the plans, a duty she rarely put in his lap but he was so insistent on going that she was going to make him follow through with it because she had her own ends to tie up thanks to his stunt on the racetrack. And now he had begged her to escape with him to Venice.

So Tony ended up taking care of everything, the plane shifted route toward Italy and when they landed, all of their luggage had been whisked away. Tony had some of his and Pepper's things flown in and of course he had his suit which JARVIS had made some repairs on. For now he didn't want to worry and he didn't want Pepper to worry either. He slipped an arm around her which caught her by surprise. She looked to him to ask what he was doing and he just held up his hands saying, "Hey, I need to escort a lady, it makes me look bad if I don't." He told her and she just walked beside him, after about ten seconds he moved his arm around her again and managed to snatch the blackberry from her hand and gave her a look one might give a student who got in trouble for using it in class. "Not while we're here, Pep." He told her.

"Tony, I am a CEO-"

"I know you're a CEO, who do you think promoted you?"

"I need to do my job." Pepper glared.

"This is a company retreat, in which we won't work or do anything like that. We will do those weird trust exercises and stuff. Drink some wine and enjoy ourselves because you never know…if today is your last…day." He trailed off and cleared his throat as her eyes remained on his face. Removing his arm from her, he opened the car waiting for them to take them to their hotel.

"Tony, what are you not telling me?" She asked him again as they got into the smooth black car. The billionaire sighed and rested his hands on his lap, patting his legs for a moment, not sure if he wanted to tell her now. He had managed to pry the woman away from her busy life and the least he could do was have her enjoy a forced vacation and not ruin it with his death clock. "Tony." She said his name, snapping him from his thoughts.

"What? Oh hey would you like at that?" He pointed outside at the architecture as they were driving along. "It's so nice here…romantic, don't you think?"

"Yes, very." Pepper just said and sighed. "Why didn't you bring Natalie?" She found herself ask.

"Natalie? Oh no, this isn't a trip I want to take with her, just you." He shrugged.

"Really? Because I see the way you look at her-"

"There's something about her."

"Really?"

"I don't know. I can't really place my finger it, something isn't right about her, you know?"

"I know." Pepper raised a brow and folded her arms. Tony noticed her mood changing from warm to cold and he scooted over to the redhead.

"Hey, no, we're not here to talk about her or anything-"

"Work related?" She finished for him, still a bit annoyed. Pepper knew Tony, he wasn't telling her something and by the sounds of it, it was pretty important. Pretty big. "What's going on with you? Why did you want me to come here with you?" Pepper turned to him and unfolded her arms. "I think as CEO," She corrected herself. "As your friend, I'm entitled to know what's going on so I can help you. I want to help but you have to tell me what's going on." Pepper pleaded. It seemed the two of them were reaching out but at different times. Tony bit his lower lip and the car suddenly stopped and they were now at the hotel, a nice private and very expensive property that overlooked the spectacular view. The door opened on Pepper's side so she could get out but instead she just sat there and stared at Tony, waiting for something.