Author's Note:

Yes, hello there it is me again. For those who don't already know my upload schedule, I upload twice; Friday and Saturday (subject to change).

I would to shed some light on this chapter before I let you read it's contents. This chapter will contain elements from Iron Man 3, but will promptly follow Winter Soldier. The reason for this is because when I had done my notes on what I wanted to take from Iron Man 3, and what I wanted to mix with my own ideas, my brain was on overload.

There was a lot of things I had captured from the movie, but I figured the one important thing I wanted to take away was the scene you're about to read now. I apologize for anybody who wanted to see where I would go with Iron Man 3, but I settled for something easier.

I also ran into an issue of when I started going into Tony and Steve relationship, how would I capture that if the settings were set years apart earlier in the past. That is the least of your worries, but if anybody would like to give me ideas I can promptly try to fix all the chapters up to the nine I finished.

Long author's note aside, I don't own the characters, dialogue/quotes, all of that goes to Marvel. I own the idea of the story.

Without further delay, please enjoy!

[Edit: 3/19/20. Upon investigating and editing the chapters I have written, I found a crucial error here. The events in this chapter carry on to later events that happen back to back, right after this one. So to clarify, instead of this just being set in Winter Soldier timeline, I had to make this two years earlier so that it was taking place during Age of Ultron as well. Very confusing stuff, but I assure you this cause no actual damage to the plot. It was just a minor error that I failed to realize. Everything is the same, but just know that this chapter does have elements from Iron Man 3, and is apart of the Winter Soldier time line, but ultimately falls into Age of Ultron.]


Two years earlier

He gazed upon the vast majority of space, unable to turn away, terrorized by what he saw.

A mothership staring at him, harvesting the vast majority of Chitauri making their way through the portal and into New York.

He felt cold.

Even with the Iron Man suit protecting him, he felt the functions of the suit shutting down; as if his entire body were being paralyzed by the frigid air around him.

He felt scared.

His suit shut down, and he let go of the nuclear missile towards the massive ship. He couldn't advert his eyes from the threat, even when the ship blew up and an explosive fireball was being formed.

He felt his eyelids getting heavy, his Arc Reactor flickering before turning, his breathing stilled, and he felt himself falling through the portal he came from.

He barely made it through the portal as it closed, the image of the powerful armada disappearing, as his eyes closed, and his body began falling towards the Earth below him.

Tony sprung forward, panting heavily as he felt his skin crawl. He got up from his bed, falling to his knees, crawling away from the once comfy mattress, and situating himself into a corner. He brought his knees to his chest, and his hands gripped his head. He rocked back and forth finding himself unable to breath properly. He could feel the frigid air of space as his panic attack got worse.

"Tony.." He heard a voice sound off, as if it were far away, vision too blurry to make out the arms trying to comfort him.

"Tony..!" It said again, as he felt the hands move his from their space on his head. Gentle fingers found his chin, lifting his head up as his vision started to correct himself.

'Steve..?' He thought. He saw the worried look of the other man on his face, mouth moving, trying to get him to calm down as his breathing never got better.

"Tony, it's ok. I'm here. Just breathe, follow my example, you can do this." Steve assured him. The blonde started to take in deep breaths, holding them for a bit before exhaling, long and slow. He repeated this until he saw the genius copy his example, shaky breaths being taken in and exhaled out until he finally calmed himself.

"Steve.." Tony said shakily. He gripped his shirt tightly, struggling to get up on his feet by himself. He regained his composure after a short while, feeling the panic attack slowly fade into a memory. He started to walk towards the stairs, desperately wanting to go to his workshop, but a hand on his wrist stopped him.

"Where are you going?" Steve asked casually.

"Downstairs, I have work to do," Tony spoke, taking his hand from the others grasp and bolting it out of his room to his workshop. He could hear Steve trailing him, and felt his hands grasp his wrist once more. He turned to the blonde and said,

"Let me go."

Tony's eyes conveyed fear, though, the brunette wouldn't admit it outloud. Steve could see right through the facade he was placating; he appeared calm and collected, by his eyes spoke volumes.

"You just had a panic attack, and the first thing you wanna do is.. Work?" He questioned. The genius rolled his eyes and let out a sigh of frustration. He needed to distract his mind; his work down here being the only thing that can fulfill that.

"Yes, now let me go. I need to do work on something and you're distracting me." Instead of complying with what Tony asked of him, his grip never loosened. He didn't want the genius to work himself to the bone, at least, not at this hour.

"Why don't we go get something to eat?" Steve suggested. Tony's eyebrows shot into his hairline, as if Steve grew a second head.

"At this hour of," he trailed off looking for a clock, "3 am?" Steve chuckled and shook his head at how silly the caramel eyed genius was being.

"I mean later on today. How does 10 o'clock work?" He proposed. Tony couldn't come up with any excuse as to why he couldn't go. Well, he could make an excuse of why he didn't want to go; he had work to do for SI, Iron Man suits to be made, and he generally just wanted to lock himself away and deal with this the Stark way. Usually this involves copious amounts of coffee and self-destructive tendencies. He internally sighed and looked into those piercing blue eyes. They conveyed emotions of care, genuine care that Tony hasn't come to know for a long time. He wasn't good with these types of things, in fact it made him squeamish. He was known for his playboy ways, he didn't do relationships. As he stared into Steve eyes, he was convicted; he really just wanted to stay in his workshop, even if he felt something for the blonde, he wanted to avoid this situation entirely with work.

"Alright fine. Can I at least work until then?" Tony said, finally giving in to what Steve asked. His stomach started to do backflips when the blonde smiled at him, baby blues shining down upon him with happiness. Steve nodded his head, letting go of Tony's wrist shortly after.

"Can I come down and watch?" Steve asked.

Tony simply nodded his head, walking down the stairs with the technically younger male in tow. While Tony worked on a new design for the suit dubbed Mark 42, Steve took the time to doodle on a spare sheet of paper. He didn't know whether it was blueprints already in use, or just spare paper lying around, but he busied himself by sketching the man next to him. He captured the way Tony's hips curved, the way his wavy hair would sit neatly on top of his head, how his pants hugged him perfectly, the way his lips pursed when he was focused on his work, and how his shirt always fit nicely on him, bringing out his muscles. Steve wouldn't lie if he said he was starting to grow more attached to the genius, but he wouldn't admit it out loud. For the remainder of the day the two simply kept themselves busy. Tony even told Steve he had worked on his old motorcycle, making a complete replica from spare parts in his lab. The blonde smiled, happily accepting the gift from Tony.

It didn't take long for the hours to pass, considering they were preoccupied with each other. Steve continued his sketches, and the genius finished up the Mark 42. As the clock got closer to ten, they started getting ready for the much needed excursion Steve had proposed for them.


The two males found themselves dressed semi-casually, sitting in the very way back part of the restaurant, with a window seat that gave them a good view of the Malibu streets. Tony really wasn't in the mood to go to a formal restaurant, so they made a compromise to go semi-casually. The blonde was just happy to be able to take Tony out, seeing as he spent his entire life couped up in his workshop. He looked up from his menu and smiled at the man in front of him. He was looking through his own menu, brows scrunched as he tried to figure out what to get. He looked up and met those dazzling baby blues he adored so much.

"Is there something on my face?" Tony said. Steve chuckled in response and put his menu down.

"No, you just seemed so deep in thought." He said nonchalantly.

"If I may ask, why did you wanna go out today? Not that I mind, food is food, but I could be working right now."

Steve sighed and looked at Tony more intently, caramel eyes conveying feelings of boredom, laced with some form of paranoia.

"What did you dream about?" Steve asked.

"Ah, I see why you asked. You wanted to get me away from my lab so you could hound me questions. I see your game plan Rogers, frankly it's disgusting, but I applaud the effort." Tony rambled, a little annoyance in his voice as well.

"No, no I was just.. Worried that's all," Steve replied, not wanting the genius to get the wrong idea. He really did want to hang out with Tony, he just wanted to make sure he was ok.

"I'm fine Steve, it was nothing more than a nightmare, simple as that. I'm over it." Tony wasn't one to really talk about his feelings; he was so used to bottling everything up, a trait he learned since childhood thanks to Howard. The man never cared for his son, always a second shadow compared to Captain America. It was sickening, but Tony had to endure it. He didn't like crying because it showed weakness in his eyes, and Stark men were made of iron. The great Tony Stark was definitely a man made of iron, and most definitely wasn't weak.

"If there's anything bothering you, please don't hesitate to ask. I'm always here for you Tony."

He reached across the table and grabbed the other's hand in his, smiling at him. Tony felt an electrical current go through him, as if Steve's touch was giving him energy. He craved it, and frankly hated it. Years of emotions kept bottled up, only to be threatened by a blonde with baby blue eyes, and a smile that could melt an iceberg.

"I'm not good at this you know," he responded, looking at his hand that was currently being held by Steve. Before the other could respond, Tony continued,

"I'm not a relationship type of person. Hell, frankly I don't know what you see in me. You could have anybody you wanted, yet you choose me-"

"Don't say that Tony. There's something about you I like and-"

"Well I figured you wouldn't ever since the helicarrier incident."

Simple words carried such powerful weight behind them, rocking Steve's core as he felt the guilt hit him. He could never take back those words from that fateful day, the influence from Loki's scepter causing words that neither meant to be spoken. Steve swallowed the lump in his throat, eyes glued to the man in front of him as he spoke.

"I'm sorry Tony. I know I can't take back those words, and I still feel guilty to this day. Those words were just influences from Loki's scepter, none of it was true. I see you for far much more, whether you're Iron Man or Tony Stark. You're special Tony, I mean that," Steve said, a sad smile plastered on his face.

Tony took every word to heart, he knew that they were all under the spell of that damn scepter, yet the hurt was real. He would never admit that to the super soldier, but he figured he could already see it within his eyes. Calling the other a lab rat was just as bad. Words he couldn't take back, and it made him sigh out loud.

"I know. I'm sorry for what I said too, you're not a lab rat, and everything special about you didn't come from a bottle. The bottle just enhanced the specialness you already had."

He felt happy that the words came from such proud, and honest emotion. The wall he built was slowly cracking, letting everything he kept inside to slowly slip out a few inches at a time. He was lucky to have Steve, regardless if he was a bodyguard, or a friend, or even a romantic interest dare he think that, he craved the other's attention and presence. It was like a drug he couldn't live without, the craving so intense, yet manageable at a certain level. He felt, in a way, safe with Steve around.

"Can we order now? I'm starving and I would love to go back home soon." Tony said. He squeezed Steve's hand and smiled, causing the other to smile back, nodding his head in reply.

They spent the rest of their time conversing, enjoying the other's company. They were gradually getting more comfortable around one another, and to say they weren't developing a bond would be incorrect. As they were lost in the moment with one another, they didn't take into account a third party. A shadow perched atop one of the taller buildings within the vicinity, concealing him from wandering eyes, and from the two males inside the restaurant.

When they were done, the journey back home was welcomed as fatigue started to set in. The sun started to fade over the horizon, painting the ocean a vibrant mix of orange and yellow. As the car came to a halt at Tony's Malibu beach house, Steve was the first to get out. He stretched a little, inhaling the sea salt air he came to love before walking towards the house, Tony in pursuit. When they had arrived, they didn't expect a certain red headed female to be waiting for them.

"Hey there boys, where have you been all day?" Natasha asked, getting up from the couch with a small pip in her step as she walked over to them. Her once curly red hair was now straightened, but still rested nicely on her shoulders.

"First off, what are you doing in my house, and second, what do you want." Tony asked, getting straight to the point of the red heads visit.

She smiled innocently at them before walking over to the kitchen counter, a file placed delicately in the center. She grabbed it off the counter, walked over to Steve and held the file out for him.

"This is for you, Fury wanted me to give this to you. He sends his regards by the way," she put simply, the smile never fading from her lips. He looked at her before grabbing the folder and opening its contents. He sighed heavily and looked back up to her, an amused smile on his face.

"He wants to send me on a mission." Steve said.

"So what's wrong with that? We go on missions all the time, I'll help you." Tony said, subtly walking to the workshop.

"He wants Nat and I to go on a private mission, without you Tony."

He paused his steps, turning towards the two of them, eyebrows raised in confusion with a subtle hint of irritation.

"Oh, Fury suddenly thinks I'm not needed? That I'm not cool enough to kick it with the spies? What kinda bullshit is he playing at?" Tony voiced his displeasure. He crossed his arms as he made his way to the window that gave a spectacular view of the ocean. He stared off into the vast majority of space, noticing the way the colors danced across the surface of the water, a mesmerising dance that calms his nerves a bit. He also noticed.. Helicopters? Just what were they doing here?

"Popular as always huh Stark? What did you do this time for the news to find you?" Natasha said from her stand next to Steve. The blonde on the other hand, was deeply confused as to why any sort of media would be here. They were circling the perimeter, as if they knew Tony lived here. That can't be the case right?

"There was nobody following us on the way here? I'm sure they don't know this is your house, right Tony?" Steve said, a hint of panic in his voice.

As the genius studied the helicopters, they formed a horizontal line, one next to the other as they stared at him. His blood started to go a little cold with how ominous the air was around him, a sickening feeling pooling deep within his gut.

"Why are they getting closer?" This time, Nat voiced her concern.

By the time he saw it, it was too late. A stray missile was launched from one of them helicopters, and as Tony tried to run to usher the two out of his house, the explosion impacted the building and sent all three members flying. Tony's back collided with one of the support beams, a sharp pain following as he groaned in pain. Steve had collided with the wall, the side of his body taking all of the impact as the air was knocked out of him. He struggled to breathe. Only being able to take shallow breaths, struggling to get his respiratory system under control as he hugged his side. Natasha's side, and some of her back, was met with glass doors. She felt the pain around her as the glass scrunched under her, suffering from some cuts and scrapes as she struggled to get up. The genius was freaking out as the building was hit yet again, the ceiling starting to give away, and a crack beginning to form in the ground.

"Steve, get Agent Romanoff out of here!" Tony yelled. He groaned in pain as he held onto the support beam, his back crying out in pain as he got to his feet.

"JARVIS, I need a suit!"

"I am sending the Mark 42 up right now sir, however, it is not yet ready-"

"It'll have to do, J!"

He looked behind him and saw Steve taking Nat outside, both of them in serious pain as they limped out of the house. Tony had to stay focused as the building shook once more. He could hear his new suit whirring it's way over to him, he held out his hand as the gauntlet was the first to attach to him. He turned his hand towards the right most helicopter and readied a missile of his own, firing and successful causing it to teeter off to the side, and explode as it hit the water.

'One down, two more to go,' he thought, mind racing as the explosions kept coming, and the building tearing apart.

"Tony!" He heard an all familiar voice call his name. He was broken out of this thoughts, his armor still encasing itself around him, as he turned and saw Steve.

"Steve, get out of here!" He yelled.

"Not without you!" Steve yelled back.

Tony felt himself tip backwards, as a missile impacted itself within the cliff. As he fell backwards with the water just below him, he grabbed the support beam to stop his fall towards the water. Now dangling just mere feet above the water, thoughts racing, he readied another missile from the other gauntlet, firing it at the left helicopter. It suffered the same fate as the earlier one on the right, and Tony only had one more to go. He gripped the beam hard, pulling himself up onto the marble floor, and turning towards Steve.

"Is Nat safe?!" He shouted, worry mixed in. Steve nodded as he looked at the genius, fear soon stirring within him as the floor started giving away, and a chunk of the ceiling falling towards Tony.

"Tony watch out!" He screamed.

Tony looked up, eyes widening as he braced himself for the impact, but it never came. He looked up and saw Steve, holding the chunk of granite that was going to crush him. He could see the strained look on the man's face as he held the large object, before tossing it aside and panting.

"Come on, I'm not leaving without you!" He held his left hand out for the genius to take, determined to leave with the other.

A sudden pain shot through his body, the culprit coming from a bullet wound freshly made on his left shoulder. He grit his teeth as he felt his flesh tore, the bullet embedding itself in his muscles, causing him to drop to his knees.

"Steve!" Tony yelled. His heart sank to the pit of his stomach as he heard the floor giving away. He could feel the floor about to collapse, and he knew he couldn't let both of them possibly die.

"Suit power at 5% and falling." He heard JARVIS say. He grit his teeth and with what little strength he had left, he grabbed Steve, and threw him as softly as he could towards the other side. The side Tony was currently on, gave away as half of the building plummeted towards the water.

"Tony!" Steve screamed, the pain being his least amount of worry. He ignored it, staring at the falling rubble submerging himself, along with Tony into the water. His body shook violently, unable to come to terms with what had just happened. He felt the wetness on his cheeks, fresh tears presenting themselves from his eyes as he hung his head to his chest. Sobs wracked his body for a bit before looking back up at the remaining helicopter. He couldn't make out everything, or who it was that was in the helicopter at the time, but all he could make out was a red star on what appeared to be metal. The helicopter soon faded off into the distance after Tony had fallen to his doom, leaving Steve there, a sobbing mess.

He felt hands shaking his shoulder, he felt pain course through his body at the action, a soft sorry being spoken shortly after. He couldn't tear his eyes away from the sight in front of him.

'You're not the guy to make the sacrifice play, to lay down the wire and let the other guy crawl all over you.'

He sobbed harder, gripping his hair a little bit as the words haunted him. This was the second time Tony had done this, without any sort of hesitation. It was the Chitauri invasion all over again, except this time, Tony wasn't falling from a portal; he didn't fall through something he could visibly see him come out of. This time, Tony fell down into a watery grave, piles of rubble falling in pursuit that could crush him. As he felt himself being pulled from his position, his body still in pain, and still convulsing due to his sobs, his mind was plagued with the horrible realization.

Steve watched Tony fall again, and he wasn't strong enough to help him.


Author's note:

If I happened to make Steve or Tony seem a little OOC, my bad. Although I think I have captured the sarcastic and sassy part of Tony, spot on (hopefully).

As a reminder to where I am right now, this was the scene from Iron Man 3 (with different characters involved), but will promptly follow the Winter Soldier timeline. (Because of the edit, the elements of Iron Man 3 are still relevant, this Winter Soldier timeline still follows, but ultimately this is set in Age of Ultron timeline, and the events before AOU lead up to that moment. Confusing I know, sorry)

I hope you enjoyed the chapter, and if I am being honest I did get kinda sad writing this. Poor Steve.

I accept any and all constructive criticism and positive feedback. If you enjoyed, please leave a review if you want!

See you guys next time I upload, hope you're enjoying if you managed to stick around this far XD!