He sat with her until she fell back to sleep then he decided he needed to see Steve again. He found the good captain working out.

He watched him punch the bag until it broke and half of it flew across the room. "If you keep breaking them Steve you're not going to have any left" he says.

"I thought you were a rich man Tony" Steve replies and Tony smirks. "True, but you forgot genius, playboy and philanthropist" he says in a teasing tone.

"My apologies, I forgot also how humble and truthful you are" he says and Tony sighs. "I said I was sorry" he says and Steve shrugs.

"Fine" he replies and picks up a new bag. He replaces the old one and goes back to punching.

"Is that a forgiving fine?" Tony asks. Steve doesn't reply and within minutes his new bag is destroyed.

"I take that as a no" Tony says. Steve turns and looks at him again. "I guess I can't blame you for wanting to care for Ms. Potts" he says.

"I can't lose her" Tony admits and then sighs. "I really am sorry though for what I said Steve, I just spoke without thinking" he said and Steve chuckled.

"You seem to do that a lot Tony" he mused and Tony had a chuckle as well.

"I guess it's part of my charm" he said with a mused look. He then puts on a very serious expression. "I really and truly am sorry Steve" he says. Steve studies his face a moment and realizes he really is sincere.

"Yeah, all right I forgive you" Steve says and untapes his hand before holding it out.

Tony takes it and smiles. "You're a good man Rogers"

"Well, someone has to put up with you Stark" he replies and Tony smirks at his friend. "Thanks Steve" he says and Steve smiles back.

"You're welcome Tony" he replies. "You were right anyway and I think that's what hurt most" he says then sighs. "I feel so alone in this new world, all my friends and family are gone" he adds.

"Maybe that's why you're stuck with us" Tony says. "We didn't get along when we first met but we're getting better at this team thing"

"So you guys are my new family?" Steve asks and gets a nod. "That's hard for me to admit but yeah" Tony replies. "I used to think Rhodey and Pep were the only friends I would ever have that I could really trust...then I got asked to join this band of misfits" he adds.

"Are you going to stay?"

"I..." Tony starts and then an alarm sounds. He doesn't bother with his sentence and sprints out of the room with Steve following behind.

They get to Pepper's room and she's no longer breathing. "No!" Tony screams as he gathers her in his arms.