Pepper continued to fold tinfoil stars, as Tony went back to poking holes in the lids of the cans she'd collected. But soon, his brow furrowed, and he began to look around the kitchen, his eyes searching. Pepper cocked an eyebrow at him as she was folding. "Looking for something?" she asked.

Tony pursed his lips. "Yeah," he said. "This would work a whole lot better if I had something to put under this lid," he told her.

Pepper drummed her fingers in thought for a moment. "Ah," she finally said, raising her pointer finger in the air before scooting her chair back in order to get up from the table. "I think I know just the thing."

Tony watched as she walked across the kitchen, and crouched down beside the stove to retrieve from a cupboard a circular wooden cutting board she must have come across during her time spent cooking. Then she walked back to the table and smiled as she handed it to Tony. He smiled back and accepted it. "Awesome. Perfect," he said.

Pepper nodded in acknowledgment, and took her seat again, getting back to her work. Tony placed the lid on the cutting board, and reached for the nail and hammer he'd brought up from the cellar. Placing the nail near an edge of the lid, he raised the hammer and struck it swiftly once, successfully piercing the lid. However, his motions loudly rattled the table, and Pepper startled, letting out a squeaking, "Oh!" when he did this. Tony chuckled at how easily she jumped, and she chuckled bashfully back.

"Should I give you a warning next time? Maybe a count to three, or are you good?" he teased.

"Don't be silly. I'm good," she assured him, with droll smile. "It was just loud."

"Sorry," he replied. "I'll try to pound the nail through the metal a little more quietly next time," he joked.

Pepper clucked her tongue and shook her head at his antics, giggling, and he gave her a smirk, but then winked at her and smiled. She smiled sweetly back.

They worked together in silence for a few moments- or as silently as possible, given that Tony still had a few more lids into which he needed to poke holes. But once he was done, he tossed the last of the lids into the finished pile, and brushed his hands together in a gesture of finality. "And voila, Potts," he said. "Phase one of 'Operation Christmas Tree Ornament Construction' is complete."

Pepper smirked in amusement. "I wasn't aware we were even on a mission, but okay," she teased. Tony chuckled, and swiped the cutting board from off the table, standing up out of his chair simultaneously to walk it over to the cupboard from which she'd retrieved it. Once he put it away, he came back over to table and sat down. In the meantime, Pepper had placed the roll of fishing line they'd found in front of where he'd been sitting, because next he was to string some of it through the holes he'd punched in the lids so they could hang them on the tree.

He unraveled a few inches from the roll, and moved to bite it off from the rest. Pepper grimaced. "To-ny," she warned. "Don't use your teeth! Get a knife or something," she said.

He shrugged in defiance. "I don't need a knife. I'm good," he argued, reaching for a lid and stringing his first length of line through the hole. Pepper clucked her tongue in disagreement, but he just looked at her out of the corner of his eye, and smiled to himself in appreciation of her concern.

He threaded the lid and tied a proper granny knot at the end of the loop he'd made. Then, he dangled it on his finger, and gently tugged on it with his other hand to test it's strength. "Very nice," he said, once he saw that it held up.

Pepper flicked her eyes from what she was doing, and nodded in approval. "Mmmm hmmm," she said.

He smiled at her approving his work, and then went to work on the next lid. After a moment, Pepper spoke.

"So, was there much decorating for the holidays in your household as a kid?" she asked.

"Which household? The penthouse in Manhattan? Perhaps the cottage in Martha's Vineyard? Or maybe you mean the chalet in..." Tony prattled, but Pepper held up a hand to stop him.

"Okay, I get it. There was too much 'household' to manage it," she replied knowingly.

Tony shrugged. "You could say that. But to answer your question- yes, so to speak. Ma was much more into the festivities than Pop was, as you can imagine. However, she did very little of the decorating herself. It was always hired out. And my mother spared no expense. Meaning, each place looked like Christmas at the White House by the time they got done with it."

Pepper chuckled, and then hummed dreamily. "Well, that being said, it sounds like it was beautiful," she cooed.

Tony furrowed his brow in thought, and then a soft, wistful smile slowly spread over his lips. "Yeah," he relented softly. Then he brought his eyes to hers. "It actually was, even though dad always bitched about how much it cost," he recalled, with an indifferent shrug. Then he fell silent, his brow furrowed in thought.

Pepper bit her lips together, wondering if she should pursue asking any more questions about this time in his life. He can always tell me he doesn't want to talk about it, she wagered. So, she began again.

"Were the holidays a...happy time in the Stark family, though?" she asked cautiously.

Tony fidgeted in his seat uncomfortably, and then nervously scratched a phantom itch on his cheek before he answered. "Uh...well, they'd...start out that way, yeah," he finally answered. "But, um...Pop usually ruined it by getting sloppy ass drunk and picking a fight with Ma or me about something ridiculous on Christmas Eve, so..."

Pepper winced, and inhaled sharply through her teeth. "Oh, I'm...sorry, Tony. I should have known not to...I mean, I-I didn't mean to..." she stammered.

Tony held up a hand in dismissal and gave her a reassuring smile. "No, it's fine. Honestly. All ancient history. I'm over it. No big deal," he said flippantly. Then he averted his eyes from her gaze, and unraveled more fishing line from the spool. Pepper watched him in silence as he used his teeth again to sever another piece. He seemed to ignore her eyes on him, and chose instead to focus on threading it through the hole in the next lid. To her, it was obvious he was trying to tamp down the bitterness of the past by so swiftly dismissing the moment, which made her deeply regret she'd ever brought up the subject. And struggling to find what to say next.

But, thankfully, Tony saw to it to relieve her discomfort after he'd tied the knot in the next loop. "So, what about you, Potts? Surely, you've got happier holiday memories than I do," he said, with a broken smile.

She just smiled back, breathing a small sigh of relief for his quick intervention, then looked away sheepishly. "Well," she said. "I...do recall a few I suppose I could share."

"Go on. Do tell," Tony urged, and she looked at him for a moment as she considered which one with which to start. It was no secret that she and Tony had grown up in very different situations. While he was shuffled from luxury home to luxury home, and grappling with his father on his holidays away from private school, Pepper's holiday breaks were spent with all of her family around her on her parents' farm in rural Kansas. She knew that he knew something of her upbringing, having teased her about being like "Dorothy from Kansas", but she couldn't recall that she had ever really shared any vivid memories with him. In all honesty, she hadn't been entirely sure he had ever wanted her to. But with the intent look he was giving her at the moment, she felt compelled now to share with him some of those happy times in her life.

"Um, okay... well," she began. "Christmas in the country was such a treat. There was always a fire in the fireplace, and plenty of heavy blankets and hot cocoa to keep warm with when it was bitter cold outside. I remember waking up on a lot of mornings during our winter breaks from school to find it snowing. So all I wanted to do was stay under the covers, and watch it fall," she told him, her voice soft and reminiscent.

Tony's expression had become one of complete content, his eyes sparkling with the vicarious imaginings of her fond words. "Sounds amazing," he murmured. "Tell me more."

Pepper's cheeks blushed from his attentiveness, and she began again. "Daddy would always insist on getting a real tree," she went on to explain.

"Would he cut it himself?" Tony asked, his eyes bright with wonder. Pepper smiled at this and shrugged.

"Yeah, sometimes! Other times he'd go to a lot and get one. But either way, there was none of the fake stuff allowed. Christmas decorating cardinal rule number one in our house- no fake trees," she joked. They both chuckled.

"Then, once he brought it inside, and got it into the stand in the living room, my mom, and my sister and I would pull out all the ornaments from our basement, and decorate it. It was usually a hodge-podge, seeing as how my mother was constantly accumulating various Christmas ornaments and decorations she'd find at garage sales, or the clearance sections at the departments stores year after year. She had anything you could imagine to decorate not only the tree with, but the rest of the house," Pepper remembered. "It seems like tinsel and lights covered every square inch at times," she recalled fondly. "Beautiful in its own way, though."

Tony smiled, and hummed in appreciation. "She loves Christmas, too, then," he surmised. "Just like Ma did."

Pepper smiled sweetly, and shrugged. "Yeah," she replied. "She does. Even after Daddy died, she kept the tradition going."

Tony leaned forward to lean his elbow on the table, and put his chin in his hand. "Keep talking," he urged. "Tell me everything."

Pepper gave him a surprised look, and smiled, shocked that he was this interested in her childhood memories. But, none the less, she was enjoying recalling them, so she did as instructed and went on.

"Okay, well, I know I've told you my mother is a wonderful cook..." she said.

"A trait most definitely inherited by her daughter," Tony interjected fondly, making her blush.

"Thank you," she replied bashfully, and he nodded. "Anyway, she would spend at least a week prepping for Christmas Day dinner. Cookies. Pies. Breads. She'd be marinating. And basting. Chopping and slicing. It didn't matter. Day or night, you could find her in an apron, and standing in the kitchen during that entire week leading up to the big day."

"Sounds like a lot of work," Tony commented. "But I bet your house smelled like heaven."

"Ohhh, it did. And she loved doing it," Pepper cooed lovingly. "All of my family would come for the feast every year. My aunts and uncles. My cousins. Neighbors. Friends. It was wonderful having everyone together," she recalled. "And we'd eat like kings. Ham and turkey. Mashed potatoes. Canned veggies from our garden the summer before. Mom's sweet potato pie. Her homemade stuffing. It was...I-I mean is..." she stammered, realizing she had started speaking in the past tense, even though this very thing was going to be happening at her mother's house the next day without her. Suddenly, Pepper pursed her lips and her brows knitted together. Tony frowned and sat up in his chair, looking at her with alarm, not sure of what was happening.

"Pep?" he asked softly, "You okay?"

She sniffed and nodded emphatically, trying to hold her composure, though hot tears had quickly formed in her eyes, and spilled over onto her cheeks. But slowly, her defenses crumbled, and she turned in her chair to face him, her face scrunched together as she was fully crying now, her shoulders shaking as she wept.

"Uh-oh. Okay. Come here," Tony said, turning in his seat toward her and scooting to the edge of it to pull her into his arms. Pepper leaned into his embrace and laid her head on his shoulder as he wrapped his arms around her body. He began lovingly stroking her back, and he turned his lips to gently kiss the side of her head. "You poor kid," he murmured to her. "It's tough. I know, Pep. But it's gonna be okay."

Pepper sniffed again, and slowly sat up to look at him sheepishly. "I know this is just a bump in the road, Tony. Believe me. I know that. But I can't help it! I love going home for Christmas, and I hate the thought of missing out on everything tomorrow!" she explained.

Tony nodded and rubbed her upper arms affectionately, trying to comfort her. "I know, baby. I know you do," he agreed. He paused to brush a stray lock of her hair behind her ear, and then he cocked his head and gave her a sympathetic smile. "And I'm sorry that we're stuck here. But that's why I wanted to make tonight and tomorrow the best that it can be for you. For us," he explained.

Pepper smiled, and nodded. "I know," she said. "And I love you for it."

Tony grinned and nodded. "Good," he purred. "Because it's only going to get better, Honey. I promise," he told her. Pepper smiled graciously through her tears, and Tony smiled back, glad that her spirits were lifting. He pulled her back into his arms, and Pepper wrapped her arms around his neck in an embrace. They held each other for a moment before pulling back for a lingering, soft kiss, with Pepper feeling quite comforted by Tony's care and concern.

XxXxXxXxXx

Once all of the tinfoil stars, and lid ornaments were finished, Pepper set about finding a way to pop some of the popcorn she'd found in the cellar. "To use as garland for the tree, " she explained to Tony.

"And here I though you were needing a snack," he joked "We could use some of that to eat, actually, all cuddled up under a blanket in front of the fire, later."

Pepper smiled as she searched for a kettle with a lid in the cupboards. "We could, yes," she agreed. "Though I wonder if we'll even have the strength left to eat popcorn," she revealed, looking at him with a flirty smirk.

Tony spluttered, and let out a surprised gasp, dramatically pressing a hand to his chest. "Miss Potts! I never," he teased. Pepper giggled at him teasing her, and he smiled, eyes sparkling at making her laugh. "Okay, maybe I agree with you a little," he replied.

Pepper scoffed playfully. "You agree with me a lot, by the looks of the way the living room is set up right now," she pointed out. And this time, Tony laughed at her.

"If you're assuming we're going to wear each other out tonight, then..." he began. But he paused for a moment. Pepper stopped what she was doing to look at him curiously. "Then, yes. You would be correct, Ms. Potts. That's exactly what's going to happen," he joked, making her laugh at him.

"I'm holding you to it, then, Tony Stark," she purred wantonly, making him gulp in anticipation. Then turned her focus back to the cupboard and finally locating a small pot with a lid. "Ah. This should do," she said, putting it on the stove. Tony watched as she poured a small bit of cooking oil in the bottom of the pot, and turned on the burner. They both waited patiently as it heated up, and the oil inside the pot started to pop. Pepper then poured in some of the popcorn kernels, and then she put the lid on the top. "Ok. Here goes nothing," she muttered. She grabbed the handles on the sides, and began to shimmy the pot back and forth over the heat. Every few shakes she would pause, and they'd both listen for any tell tale popping. And soon, as hoped, a few kernels popped and cracked. She and Tony beamed at their success. Then Pepper went back to shimmying, and Tony, feeling flirtatious after her last comment, sidled up behind her and nuzzled her neck. Pepper shivered and giggled in delight as he planted soft kisses on her skin, but she wasn't deterred from her objective. She still continued to shimmy and shake her pot over the burner. So Tony just gave her neck one last lingering kiss, and then he patted her backside in surrender. "Alright, Pep. I'll leave you to it," he said. Pepper gave him a gracious, over-the-shoulder smile in return. He smiled back, and took it upon himself to grab the tinfoil stars she'd constructed off the table, and wander into the livingroom to start placing them on the tree.

A few moments later, Pepper appeared from the kitchen with a bowl full of snow white popcorn kernels. "Ta-da!" she exclaimed, and Tony beamed at her.

But then Pepper gasped, and grinned back at him, setting the bowl down on the coffee table as she walked over to him standing at the tree. "Oh, Tony! It's looking terrific!" she cooed, marvelling at the job he'd done.

He grinned proudly at her. "Ya' think?" he asked. "It's been so long since I've decorated a Christmas tree, I wasn't sure I'd be any good at it," he revealed.

But Pepper knew better. By the way it was done, with each star being perfectly placed, and the few he still held left in his hand, it appeared he had carefully and meticulously put each star in its place, as it seemed they all were very nearly evenly spaced.

His calculating mind is ALWAYS at work, she mused, smiling to herself. She turned again to face him, and then wrapped her arms around his waist. "You've done brilliantly so far," she purred lovingly.

"And I even saved you a few. Look," he replied happily, showing her the remaining stars he was holding.

Pepper chuckled at his boyish enthusiasm. "I see that," she replied. "But you're doing such a wonderful job, that I'd hate to mess it up. So why don't you carrying on here, and I'll work on stringing together the garland, shall I?"

Tony grinned agreeably and then clicked his heels, and soluted her. "Ay, ay, Captain," he exclaimed, making her laugh again. Then he thawed from his rigid pose, and pulled her into his arms, laying a tender kiss on her lips. Pepper moaned in approval and let herself melt into his embrace. Soon, he broke the kiss and smiled at her, resting his forehead on hers. "This is fun," he purred.

"It is, isn't it?" Pepper cooed back.

Tony chewed his lip in thought for the moment, and then spoke. "You know," he mused. "We're kind of making our own country Christmas, here, aren't we? I mean, we may not be in Kansas, Toto," he teased, making Pepper giggled at another Wizard of Oz reference. "But...we've got a real tree, warm blankets, a fire in the fireplace, good food..."

"And the snow is falling outside," Pepper offered.

Tony smiled. "Yeah," he murmured, affectionately smoothing his hands up and down her torso. "I have it on good authority that those are most of the basic makings, so..." He paused to shrug. "It looks like we're doing okay for ourselves, right?" he asked.

Pepper smiled lovingly into his eyes, and nodded. "Yeah. We are," she purred in agreement, before smoothing her hands up his chest and around his neck to pull him in for a long, appreciative kiss.