AN: Thanks to all those who have followed this story. Review and let me know what you think!


"Tony, I'm home!" Pepper called out as soon as the elevator doors opened on the penthouse level. "You'll never guess who I found wandering around down on the Stark Industries management floor this afternoon: Phil Coulson! Amazing that he was just standing outside my office, especially after he was here just last week. I asked him to stay for dinner, honey."

"Pepper?" Tony called out warily from his place in front of the penthouse's new television. "Who did you meet?"

"Phil Coulson," the redhead answered happily, practically bouncing as she walked into the room. "I wasn't expecting to see him again so soon, especially since S.H.I.E.L.D. has to be really busy with the clean-up after the battle two days ago. But, here he is! You'll have to tell me all about what's been going on lately; Tony has been incredibly vague ever since the battle," she said to the man standing next to her.

"Coulson!" Tony said awkwardly, getting up from his chair. "What are you doing here?"

"I just happened to be in the area and came over to see how your repair work is coming along," Phil Coulson replied, giving Tony an amused smirk when he saw the other man's nervousness. "You still haven't gotten those Loki-sized dents out of the floor yet, I see." He started rattling off the information from the morning S.H.I.E.L.D. bulletin: "The relief work has been progressing well, although the city's hospitals are still full of injured civilians. We have been very busy keeping all of the different private contractors, National Guard units, and volunteer organizations busy and out of each other's ways. So far we've made a serious dent in the rubble scattered around the city, but all of the alien bodies and technology have been creating a serious logistical nightmare for us because we can't trust non-S.H.I.E.L.D. personnel with removing them for fear that something will fall into the wrong hands and cause trouble for us in the future."

"Oh, I can see why that might be a problem; that alien technology could be pretty dangerous if bad guys got their hands on it," Pepper said, knowingly. She laughed, put her hands up, and added, "Not that I know anything about that!"

"Agent Coulson, is there any way I could talk to you in the other room?" Tony said to the other man, gesturing toward the kitchen.

Phil Coulson nonchalantly followed Tony into the kitchen, where Tony turned on him and practically yelled, "Why are you stringing her along like this?"

"What do you mean, Mr. Stark?" the android responded with a knowing smirk.

"I know that you know exactly what I mean," Tony said angrily. "She got close to Phil over the past year and a half when he was acting as the S.H.I.E.L.D. liaison to Stark Industries and Iron Man. She trusted him like she doesn't trust anyone outside of me, Rhodey, and Happy."

"I know; you programmed all of that into my memory, remember?"

"Did I also program you to impersonate Phil to those who knew him?"

"Sir, you programmed me to blend into my surroundings by giving me Phil Coulson's personality and memories. You even programmed me to respond to the name 'Phil Coulson.' If someone who knew Phil Coulson treats me like Phil Coulson, my programming dictates that I should treat them the same way that Phil Coulson would have. I can't help that you have not told Ms. Potts the truth yet," the android answered calmly.

"You don't understand. I'm afraid of how she will react when she finds out what happened. Finding out that Phil is dead will be hard enough for her; finding out that I created you to look like him might be too much for her to handle," Tony said.

"Didn't you know going in that if I was going to be the tower's supplemental security system, then I was going to meet Pepper at some point?" the android asked pointedly.

"Yes, but I didn't expect your programming to cause you to impersonate the real Agent Coulson and trick her into thinking you're him," Tony said angrily.

"Wait, what's going on in here?" Pepper asked from the doorway in confusion. A moment later, when she realized what she had just overheard Tony saying, however, her hand flew up to cover her mouth. "Did you say that Phil Coulson's dead? Then who is this?"

"Pepper," Tony said, putting his hands up in a placating gesture, "I know I should have told you sooner, but I've just been too busy the last two days to find the time to tell you."

"Tony, what's wrong?" Pepper said fearfully. "You're scaring me."

With a sigh, Tony began explaining to Pepper what had happened on the helicarrier. "The time while I was 'consulting' for S.H.I.E.L.D. this past week, I was working with our other guest, Dr. Banner, to track down an alien demi-god who was trying to take over the planet. We captured him and put him in a prison cell in the S.H.I.E.L.D. helicarrier, but apparently that was actually part of his plan. His people attacked the helicarrier, nearly made it fall out of the sky, and broke Loki out of his containment cell. Phil went to try to stop him, but he was too late. Loki distracted him and snuck up behind him and stabbed him through the heart. Pepper," Tony said gravely, stepping toward his lover and taking her hands in his, "Phil is dead."

"What?" Pepper said, wresting her hands out of Tony's grip and bringing them up to cover her mouth in shock and horror. "No. No, it can't be true. No."

Tony reached out again and pulled her into his arms. She tried to pull herself out of Tony's grasp, hitting his chest with her fists, but he held on tightly as she broke down crying in his arms.

"What about his girlfriend?" Pepper asked, looking up teary-eyed from Tony's shoulder. "The cellist who just moved back to Oregon. Has anyone talked to her yet?"

"I think Director Fury said that S.H.I.E.L.D. was handling notifications for all of the dead agents' families," Tony said. Seeing the look Pepper gave him, however, he quickly amended, "but I promise I will call him tomorrow and make sure that someone is notifying her, and that they will do it gently."

"Okay," she said, taking a deep breath and letting it out. Having calmed down, she looked past Tony into the kitchen, finally remembering the "man" standing in the middle of the kitchen staring back at her with a tiny smile and an all-too-familiar face. "Tony," she said with forced calmness, fixing her gaze on him sternly, "if Phil Coulson is dead, then what is Phil Coulson doing standing in our kitchen?"

"Pepper, I would like you to meet our new 'bodyguard,'" Tony said nervously, something between a smile a grimace on his face. He loosened his grip on her and gestured toward the android. "Do you remember the VISION project which a couple Stark Industries engineers were working on a few years ago?"

"Of course I remember," Pepper answered. "One of our security guys, Land or Lang I think it was, had this idea that we could design a robot to integrate with a building's security system as an added level of security. A couple of the engineers took that idea and created a project file for it, but that's the furthest the idea ever went. Why?"

"Pepper, meet VISION," Tony said proudly. "Yesterday afternoon, while you were in the office, I took a look back at how Loki had gotten into the tower. I realized our security was adequate for many common threats, but not equipped to handle every possibility. So I took the VISION project file and… finished it to act as an added level of security. I patterned it after my Iron Man suit, but gave it a few modifications to make it more unique, some things I think Phil would have liked. JARVIS programmed him to emulate Phil Coulson's personality."

"JARVIS did?" Pepper asked knowingly.

"Okay, JARVIS did the actual programming, but I told him to," Tony acknowledged with a grin.

"Tony," Pepper said seriously, "why did you make him look like Phil?"

"Pepper, when I found out that Phil was dead, I was angry at him for going in there outgunned and without backup. He had no chance of beating Loki by himself, even with a massive prototype alien weapon in his hands. And yet, he did go in there. For us, to try to keep Loki busy long enough for someone to come and capture him, and to keep Loki from escaping and hurting any of us. Pepper," Tony said passionately, "I remember last month when I had to go deal with that North Korean group attempting to create a version of my armor. I was away for a week trying to track down all the engineers and destroy all of their working prototypes before they could bring them online and try to use them against America. A whole week I wasn't here to protect you. Today I looked back at the tower's security footage from that week. You didn't tell me that while I was gone a team of hit men tried to break into the tower and capture you to use as leverage against me. I saw on the footage that Phil happened to be here because you had invited him over for dinner, and he fought them off singlehandedly. They had him outnumbered and outgunned, but he didn't stop until they'd been arrested and you were safe, even after taking a stab wound to the leg. And looking at his file, that kind of bravery was the rule with him, not the exception. Phil may have been one of the bravest men I have ever known, since he did all of that without super powers or a metal suit. I know I can't always be here to keep you safe, but now that we have a robot with Phil's bravery and determination and fighting abilities in charge of the tower's security, I know you will always be safe, even if I'm not around to protect you."

"Tony," Pepper said hesitantly, surprised by the uncharacteristically passionate outburst, "I didn't realize just how protective you were of me. I'm grateful for your concern; I admit I will feel a little better when you're not around if I know someone's here to protect me, even if it isn't you. But, Tony, I don't know if I can get used to having an android who looks like a dead man walking around our tower."

"Ms. Potts," the android spoke up from the kitchen, stepping toward the couple at the doorway, "I hope my appearance does not alarm you or disconcert you; I assure you that it the last thing I would desire to do. While I am not Phil Coulson and could never replace Phil Coulson, I am programmed to think like him and have many of his memories. I can tell you definitively that he thought very highly of you; not the least because you have managed to put up with Mr. Stark's antics for over 10 years, and have singlehandedly run his company for at least the past year and a half. I'm sure Phil Coulson would be content with this use of his appearance, personality, and abilities if he knew it was being used to protect this building and the people he cared about inside it, even after he's gone."

"Well, I guess if I could get used to the A.I. butler, robotic lab assistants, and routine explosions, having a dead man wandering the halls shouldn't surprise me too much," Pepper said with a faint smile, wiping her tears away with the back of a hand. "But can I call you something other than 'Phil'? It just doesn't seem right to me," she explained.

"Of course, Ms. Potts," the android responded, holding his hand out to her. "You may call me 'Vision.'"