Set during Iron Man 2, during the scene where Tony brings Pepper strawberries.

Disclaimer: I do not own anything from the Marvel or Iron Man universe!


If Tony had told Pepper he was dying when visiting her in their office at Stark Industries. Set during Iron Man 2.

Once again, Pepper Potts found herself on the phone with yet another reporter or legal worker or...whatever she was answering to this time. Tony had made a scene at his birthday party unlike any other she had ever scene, and society was absolutely done with him. She was done with him. Despite how many chances she gave him to redeem himself - which she knew he could if he would actually put his mind to it - he always seemed to make her life harder than before.

Sighing, she fought the man on the other line as she watched the TV bicker over her whether Stark Industries was done for or not.

"It was an illegal seizure of trademark property," she tossed, remembering this call was about the suit.

Then, the doors to the office swung open as the man of the hour himself barged in, her assistant at the front desk chasing wildly behind him.

"Miss Potts?" the older lady asked urgently.

Tony wasn't amused. "Relax."

"Mr Stark…" she rushed to inform Potts, but he beat her to it.

"Is here," he finished for the woman he didn't remember hiring.

"He refuses…"

"I don't. It's fine. I'll just be a second."

Pepper watched as the poor lady gave up and walked back to her post, leaving the two alone. Tony watched her as she glared at him, then refocused on her call. His face dropped as he realized he did this to her; he screwed everything up and she was under fire because of it.

"Listen, it's our position that Stark has and continues to maintain propriety ownership of the Mark II platform," Pepper replied coolly, turning her chair to swivel toward the television and away from Stark.

Tony focused on the screen as he wandered around the entry way, kicking at the boxes she had tossed into the corner full of his stuff. Yup, she was pissed.

"When Mr Stark announced he was indeed Iron Man, he was making a promise to America," Bill O'Reilly shouted during his evening segment on FOX News.

Tony noted that he obviously wasn't a fan, but who could blame him at this point?

"No, the suit belongs to us," he heard Pepper continued in the background, though the channel on TV had most of his attention.

O'Reilly continued. "We trusted that he would look out for us."

"Yeah, but you're not…" came Pepper's voice again.

"He obviously did not," interrupted the report.

He heard Pepper groan in annoyance. "Burt…"

"And now we learn that his secretary…"

"Yes, it does."

"…A woman named Virginia "Pepper" Potts, has been appointed as CEO of Stark Industries. What are her qualifications?"

Pepper's eyes snapped up, the phone still attached to her ear, at the mention of her name.

"No," she told the man on the other line, though she was now trying to figure out how the station was tearing her apart this time.

"Miss Potts has done nothing to manage this terrible…"

Tony had had enough. That wasn't the truth at all. Pepper had tried to handle the situation. Pepper and Rhodey, both. They had both wanted him to end things, even though he didn't want the party to begin with. He couldn't blame them for that; he hadn't told her the bad news yet...the bad news that was now necessary, considering he was running on only a day or two left, at most.

"Mute," Tony ordered, silencing Bill.

He continued pacing as Pepper tried to focus on something else now that the TV was off.

"No… Burt… Burt… Burt, listen to me. Don't tell me that we have the best patent lawyers in the country and then not let me pursue this!"

She was getting flustered, so he tried to give her something besides the news report. He glanced around again before he remembered the pile he was poking at.

"I'll get this stuff out of here," Tony promised, but Pepper wasn't listening.

"Well, then, tell the President to sign an order. We'll talk about it at the Expo."

Her eyes caught Tony as a movement distracted her. He was toying with the sheet covering the big display he left in the room before she claimed the office as her own. He finally managed to pull it off with one hand; she noted the box of fruit in his other, his arm wrapped around the bottom of the box it came in. She scowled, hoping it didn't stain the expensive fabric...she didn't want to deal with dry cleaning right now.

"Hammer's giving some presentation tomorrow evening," she continued, quieter now. "Will Tony Stark be there?"

This snapped his attention back to her and he grabbed a chair and rolled it toward the desk. He set the strawberries down and looked at her intently.

"Will I?"

She thought for a moment, but then her face hardened further. "No, he will not. Bye."

"I would like to be."

And like that, he had to come up with words; her call was completed. His throat felt dry and he was getting a little hot... How would she possibly take this? He couldn't do it. He was going to kill her before he died, himself.

Start off slow, he encouraged himself. "Got a minute?"

"No."

He winced. "Come on, you just got off the phone. You're fine. 30 seconds."

"Twenty-nine, twenty-eight..." she responded without missing a beat.

"I was just driving over here, and I thought I was coming to basically apologize, but I'm not."

Yup, that didn't come out the way he wanted it to.

"You didn't come here to apologize?" she asked, stunned.

Tony swallowed hard. He could hear the anger returning to her voice, only this time it wasn't toward the phone, it was toward him. His last moment with her...and she would be mad at him.

Fix this, Stark, he panicked. This is not how she should remember you.

"Look, that goes without saying, and I'm working on that," he managed to get out, looking for words in his head before they came. "But I haven't been entirely upfront with you...and I just want to try to make good."

He looked her in the eyes.

"Can I move this?" he asked suddenly, pointing to the insane spinning contraption she had placed one her desk for visual aesthetic reasons. "This is crazy. It's like a Ferris wheel, going. I'm trying to get some…

"No," she repeated swiftly.

He groaned internally but continued anyway after moving his chair to the other side of the desk to avoid the toy.

"Do you know how short life is?" he chose to start with. "And if I never got to express… And by the way, this is somewhat revelatory to me. And I don't care… I mean, I care. It would be nice. I'm not expecting you to… Look, here's what I'm trying to say. I'm just gonna say it."

What the hell was he trying to say?

As he tried to get something put together, she decided to cut in, obviously beyond frustrated wih him. She had so much to do, he knew, and he was only going to crush her and ruin the day, but...

"Let me stop you right here, okay?" she decided. "Because if you say 'I' one more time, I'm gonna actually hurl something at your head, I think. I am trying to run a company. Do you have any idea what that entails?

"Yes," he answered truthfully after reminding himself it used to be his job.

She strengthened her glare, figuring he was trying to be a smart ass. Wrong answer, Stark.

"People are relying on you to be Iron Man and you've disappeared, and all I'm doing is putting out your fires and taking the heat of it. I am trying to do the job that you were meant to do."

She dropped her gaze to the box on the desk and he could swear she almost burst out laughing.

"Did you bring me strawberries?" Potts asked as though he should've known better. "Did you know that there's only one thing on Earth that I'm allergic to?

Before she finished her sentence, it hit him like a ton of bricks. "Allergic to strawberries..." he muttered, kicking himself silently. "This is progress, Pepper. I knew there was a correlation between you and this.

She watched him for a moment, and he almost saw a hint of softness in her blue eyes.

"I need you…" she told him slowly, and he jumped on his chance, his heart fluttering.

"I need you too. That's what I'm trying to..."

"…to leave now," she finished.

Tony stared at the red head after she ended her statement, not sure how to react. He had been so swift with his words, or so he thought, but he never got to the point. She didn't care. She thought he cared, for a brief moment there, when she began that last part, and it made him feel alive. His heart flared and he felt the blood rush...elsewhere...thinking of the possibilities of how he could prove that to her, but he was conflicted.

"Pepper, I'm trying to say something here," he begged as he watched her stand and gather her things.

"I'm busy, Tony," she told him in a monotone voice.

Then, Potts picked up her belongings and strode around the desk to walk past Stark and toward the door; she had some things to go over with Natalie, who was still serving as her assistant, and then they had to be on the company jet to New York for Hammer's presentation at the Expo that she just promised to be at.

"Wait," he pleaded, grabbing her arm as she moved near him. "Please."

"Mr Stark, I don't have time for this," she argued, raising her voice once again.

"I know," he agreed. "I know. I just need to tell you something, and... Look, Pepper, this isn't easy."

Her eyes watched him steadily as he lifted himself from the seat and stood to stand her height and face her. He moved his thumb around on her wrist, still holding onto her soft, warm skin. He couldn't handle how nice it felt under him and hated that he'd never have more.

"I'm waiting, Stark," she spoke, deciding she could spare just a moment more.

It's now or never, he tried to convince himself. He watched as her lips curved down and then she looked at the floor, sharking her head. She wasn't shaking it at him, though, she was shaking it at herself...for believing he actually could handle an adult conversation.

"Goodbye, Tony," she whispered, then pulled her arm from him and headed toward the doors.

He felt his heart drop to his feet at her words; goodbye. No, that couldn't be the last thing she said to him. That was too plain. Too ironic. Too...average. They were Tony and Pepper. They couldn't end like this.

His blood boiling, he finally just let it out. He told her the truth and left it there, on the table, waiting for her reaction.

"Pepper, I'm dying."

She stopped for a moment, still facing the door, processing his words.

"What?" she asked calmly, finally looking over her shoulder back at him.

Tony swallowed again, uncomfortable. Should he show her? How would she react? She'd never want to touch him, that's for sure...so rule out fucking.

Slowly, Stark pulled at the buttons of her dress shirt he wore under his suit jacket until he revealed the arc reactor and the crazy, oxygen deprived lines that were growing from its core. He stared at her, waiting for her response, but couldn't read her face right away.

Pepper looked him over, her chest rising and falling slowly as she took in what was happening. Then, she closed her eyes for a second, trying to figure out where to go from there.

"If this is some idea of sick joke..."

"It's not," he promised. "It's palladium poisoning. From the arc. From the suit." He paused, thinking about how much else he should really tell her...hell, he was all in at this point anyway. "Last I checked, blood toxicity levels were at 82%."

"82%?!" she repeated, turning to take a few steps back toward him.

Tony's lip twitched as he silently confirmed. Then, "that was before my birthday party."

She blinked ferociously and he realized that was the part that was going to break her - that she knew and she didn't realize it. She misread all the signs.

"That's why you didn't want to come home..." she whispered, finally moving to stand in front of him.

Tony gave her his signature puppy dog eyes as a confirmation, continuing to hold his shirt open as he watched her reach out touch his skin. He sucked in a sharp breath as her warm fingers lightly grazed his cold skin. She jumped at the contact as though she got an electric shock, not anticipating how chilled he would be.

"You're...you're so cold," she stammered, her binders and papers dropping to the floor.

He didn't move his eyes from hers, not wanting to risk it being the last time he saw them. For all the messed up shit he had done and all the things he put her through...he hated himself...hated himself for never realizing it sooner. It was Pepper. It would always be Pepper. He loved Pepper Potts.

Her eyes traveled up from his chest, meeting his, and he couldn't mask the sadness reflecting in his. He couldn't even pretend to be happy anymore, and he knew she could tell. She was always good at reading him.

"I...I have to go..." she told him, stuttering more to fill the silence than anything. "I have a plane to catch, and..."

Pepper stumbled backwards in her heels, reaching for the door behind her as she crossed the office. Then, she was gone, the door slamming closed behind her. He hadn't even anticipated it. To be completely honest, not believing him had crossed his mind, but never had he imagined her leaving completely, without even a hug goodbye.

He shuffled his feet, looking at the ground, blinking back the stinging in his eyes. Tony Stark didn't cry. Tony Stark wouldn't cry. No, he would go home, probably toss on the suit, and just wait until it sucked him dry. It wasn't like he had to be around for anything anymore, anyway... He lost Pepper, he lost Rhodey, he lost Happy... Stark Industries was under new lead and Natali-Natasha was going to be leaving soon, anyway...

Then, the sound of the door swinging open again caught his attention and Tony looked up solemnly, expecting someone to come in and demand he leave the premises.

To his surprise, it was the only one he wanted to see; her. Pepper.

"Pep," he begged, needing to feel her...touch her...just talk with her.

"I...I forgot my things..."

Potts pointed to the pile on the floor, but didn't take her eyes off Tony. Her feet shuffled, and she made a few strides to cross the space that was separating them. Before long, he was standing before him, and Tony could hear his heart beating from his chest as he held his breath.

Then, she closed the space and kissed him. Pepper Potts, kissing him. He was kissing Pepper. His mind went wild, trying to comprehend what was happening. She had instantly wrapped her arms around his neck and pulled him to her, pressing her warm, delicate lips to his with as much emotion as he had ever felt before. He wasn't one with romance, so he wasn't prepared...but he agreed, and in only a few seconds, his hands wrapped around her waist and he grabbed her, pressing her body against his. His one hand traveled up and tangled in her hair, holding he there as the need and want and desperation traveling from his tongue to hers.

When they finally parted, Pepper was gripping the collar of his shirt as she pressed her forehead to his, sadly not meeting his gaze.

"There has to be something you can do..." she whispered, staring at the floor now.

Tony, again, felt like he had just been stabbed. If only she knew how hard he had tried.

But, she continued, taking his silence as a sign. "We can have the reactor removed. There has to be a surgery somewhere that can fix this. Or...or maybe the suits. If you stop using the suits... If you..if you..."

She was on the verge of tears at this point and it killed him.

"Pepper," he begged, squeezing his eyes shut at her words.

"Natalie can help. Or Rhodey. Someone has to help!"

"Pep," he repeated. "I promise you...I've tried everything."

She pulled her head back so she could look at him and it felt like a whip cracking against his heart. Her eyes were watery, much like they were the day he returned from Afghanistan. She frowned. She looked defeated, but desperate. This is why he didn't tell her.

"No. You can't die," she insisted.

Stark bit his lower lip, realizing how cruel this was. He finally had her admit her feelings for him. He finally admitted his. And no, this wasn't how this was supposed to happen. He was going to make her an omelette, or take her on a vacation, a real vacation... But no, now they've kissed. Now she's kissed him, and she'd have to take that with her well after he was gone. He kissed her and he would have to live his last hours dreaming about what they could have had.

"I love you, Pepper," he forced out, not knowing if it was more for himself or her. "I just...I need you to know that. In case... Pep, I've only got a day or two left. And you've got this whole thing under wraps..." he told her, motioning toward the room and Stark Industries. "Everything else is yours. Rhodey and Happy will have their share, of course, but you-"

She shut him up with another kiss, and this time, he felt a wet tear trickle down her cheek as she pressed against him. She ran her hands wildly through his hair, wanting more. Wanting everything, and he knew.

"Pepper," he gasped, finally pushing her off him.

Tony Stark pushing a woman off him...imagine that.

"This...this isn't how this goes. I can't let this happen. I'm not going to let you regret this the rest of your life."

She began working on his shirt, ignoring him until he grabbed her hands.

"Pepper!"

She finally snapped her attention back to him, even though she was fighting it as hard as she could. She never let him see her cry, but this...she couldn't contain this.

Tony ran his fingers across her cheek, clearing the tear, and then tried to fake a smile.

"You are so beautiful," he whispered, completely unlike himself. "And I'm so sorry, Pep. I'm so sorry I've always been such an ass. I should've seen you sooner. I should've realized..."

"I love you, too," she answered breathlessly.

That was all he needed. Even if he didn't make it, this was worth it. Someone loved him, finally, after all this time...and it was her.

"Please, Tony," she begged, almost too quiet to hear. "This isn't something I'll regret."

He groaned, knowing she was going to win with her words...her voice...her eyes.

"Pepper..."

"I need you, Tony. You said it before."

"Pepper, that was before you knew-" he argued.

She didn't want to hear it and continued on his shirt until it hung loose. "Shut up, Stark. You're not going anywhere. I'll see to it. I'll...I'll call up the best doctor's in the world. You can afford it. And we'll...we'll get you fixed, and then we'll go away, and..." She looked into his chocolate eyes, pleading.

That was it; she won. He knew she'd win eventually. As much as he didn't want to, he caved. Pepper was...Pepper. And if he could have any one last thing, it would be her. As Natasha had told him...do anything he wanted with anyone he wanted.