Thanks to those who reviewed…it is much appreciated!

Not sure if I should keep going on this one as there doesn't seem to be much interest. Will have to decide.

See CH 1 for disclaimers.

Considering herself a glutton for punishment, Pepper asked, "What would you have said that day, if it had come out the way you wanted?"

Not sure how to answer, Tony shrugged his shoulders.

"That's what I thought," she whispered. "What happened that night? Why did you come to me?"

She'd just gotten home, the paramedics had cleared her and let her leave. And after the events of that night, the terror, nothing could have kept him from her. "Nothing happened, Pepper. I just…I wanted to make sure that you were okay. That nut could have killed you. You got attacked by some random freak on the street because he was going after me. And I saw that you were okay, really, but that he had hurt you. That made me crazy. I just… I wanted to protect you. I wanted you. I had for a long time, I was just too tired of fighting it," he said.

Tears welled up in her eyes. "If you never had any intention of following through, why couldn't you have just left me alone? Why did you have to do that, to use me like that?"

"I didn't use you," Tony protested. "I loved you...we…"

"Yes," Pepper retorted, "you did use me. And once it was over, you said it was a mistake so you could feel justified about what you'd done."

"Pepper, that's not true and it's not fair –"

"Don't talk to me about fair, Tony. You aren't the one pregnant and alone."

"Pepper, you aren't alone. I…I don't know what to do about-"

"Neither do I, not anymore. I think – you know what, I think I'm all talked out, Tony. I just…I need to go to bed. It's time for you to go."

He paused, not knowing what else to say. Finally he nodded solemnly. "Will I see you before you leave?"

"No, I don't think so. In fact, I may try and catch an earlier flight."

Tony was desperate not to lose this connection to her. "Thank you, Pepper, for coming here, for telling me about this. I know it wasn't easy. And I know I am not exactly prime daddy material. I am an immature, arrogant asshole. But I'm glad you came."

"It was the right thing to do," she said.

"I don't know what to say now, how to leave it like this," he admitted.

"It's easy, Tony," she said, rising from her chair, walking toward him and taking his hand while leading him to the door. "You're going to give me a kiss on the cheek, and then you're going to say goodbye, and I'm going to pretend like everything is okay, just like old times. And, then, you are going to say something like, 'Call me Pepper, if you need anything,' and I will say, 'I will, Tony,' and you need to know that I mean it. And then, you're going to turn around and walk away."

Closing his eyes, he pulled her closer to him, until she was so close he felt the rise of her belly between them, insistent in the way it pressed into him. He didn't kiss her cheek, but her lips, and he lingered there, as if she might feel sorry for him, turn to him and say 'I'll stay, we'll work this out.' She gave in, reluctantly returning the kiss, unable to resist. But after a moment she pulled away. Leaning in again, he whispered in her ear, "I can't tell you goodbye, but I'll tell you goodnight." Straying again from her planned course of events, he lowered his hands and cupped her stomach in both palms, moved his hands back and forth. He was rewarded with a kick, as if the little hands and feet inside were saying: I know you.

He had not cried in years, and wasn't about to start now, even though it was exactly what he wanted to do. "Call me, Pepper, if you need anything," he said, stepping back.

"I will, Tony," she replied dutifully.

And, just like she said he would, he turned around and walked away.

In preparation for his trip to San Francisco the next day, Tony was undertaking the foreign task of packing his clothing. Working on the mundane task was interrupted by Jarvis announcing the arrival of Col. Rhodes.

After entering Tony's bedroom he flopped down in the chair next to the bed and crossed his arms.

"So, you keep jetting off to San Fran. What's going on man?" he said.

He pretended to sort through the stacks of clothing, glancing briefly at Rhodey to see if he had caught onto the fact that Tony hadn't actually packed anything yet.

"Hmm," was his noncommittal answer.

"Tony," he said loudly, concerned; he glanced up at him, and fixed him with an intuitive glare. "It's not anything for Shield, is it? Something covert and on the DL?"

Shaking his head, he resumed packing duty, sorting the piles into smaller more manageable piles.

"Something is up with you," he grinned. "Spill it."

"Rhodey, I've got shit to do. As you so astutely pointed out, I'm taking a couple of days for myself, and need to finish up some things before I go," he said.

Rhodey smacked his lips together, as if he were readying himself to take a great, big bite out of something. " Tony, listen, you've never taken vacation, except for business trips here and there. Well and the Monaco incident…You deserve whatever you've found to occupy your free time, although I pray to God it's legal and doesn't involve hookers or blow."

"Blow? Really?! Dude, blow me. It's legal, and I can assure you it doesn't involve hookers or blow," he responded. His own words came back to haunt him; he'd told Pepper he wasn't ashamed of her being pregnant, but in two months time he hadn't told his friends the news. Between Iron Man and business for SI, he just hadn't found a way to say, 'Remember Pepper, long, strawberry hair, used to work here? Well, she's living in San Francisco now, and says 'hi.' Oh, by the way, she's having my baby. Now who wants to go blow some shit up?'

Rhodey's voice brought him out of his trance. "It's just you've been gone three or four times in the last two months, it's making me nervous," he was saying.

"Three times, this will be three times," he said. He sighed. Letting the clothes rest where they were, he pushed back, stepping away from the bed. Anticipating a revelation, Rhodey leaned forward, a curious glint in his eyes.

Clearing his throat, he began. "A couple of months ago Pepper came and said she wanted to see me. Remember in January?"

"Yes," Rhodey answered.

"Well, she was only here two days, but we talked. It was good to see her again. But…well…uh, yeah. So, Pepper is…she's pregnant. She's due in about a month and a half. There have been a few complications, nothing too serious, but she has a doctor's appointment on Friday and I told her I wanted to be there because they are going to do an ultrasound."

Speechless, Rhodey sat back in his chair. If Tony said he was hanging up the Iron Man suit, having a sex-change operation and hitting the road in a one man show entitled "Tech Mogul Goes Wild," he would have been less surprised. There had always been something deviously neurotic about the man, but this was a sure sign of the apocalypse.

Rhodey laughed nervously, tossed his head back, and said, "Okay, so that was pretty funny, Tony. Now, where are you really going?"

Tony rolled his eyes and remained silent.

Rhodey swallowed hard, "You're serious?"

"Yes, and I'd like for you to keep it to yourself until after the baby is born," Tony said.

While Rhodey sat, processing, he could vaguely hear Tony muttering, "Wait for it…wait for it…"

And then finally, "Wait, wait a minute," he said. "Why are you so concerned about being there for Pepper and her baby? It's not like it's yours." The question hung heavily in the air until Rhodey's eyes widened in realization. "Holy shit!"

"Yeah," he whispered softly, his eyes never leaving his.

Flipping the pages in his mental calendar back, he finally spoke again, "You…you had sex with Pepper?"

"That is generally the preferred method of making a baby…but if you need a review of the mechanics, I have a few choice websites you can check out."

"Yeah, I'll pass, I think I get it. Jesus! Wait…If Pepper's due in a month and a half, then she would have been pregnant before she quit," Rhodey observed.

"Yeah, that's true. But she didn't know it at the time," Tony explained.

"Tony! I mean, wow. I…I didn't realize the two of you were…together."

Tony sighed, "We weren't, not really. I kinda fucked that up. And we aren't now. But, well, I don't know."

"I see," Rhodey said, sitting back in the chair again. He was silent for a moment, until his eyes narrowed and he fixed him with his patented glare. "Tony, I want you to please tell me you didn't do what it is I think you did."

"I'm not getting into specifics Rhodey."

"Man, tell me you didn't sleep with her and then freak out, please tell me that's not what happened Tony."

"That's not what happened Tony," he echoed automatically, but not convincingly.

"Fuck!" Rhodey chided, all the pieces of the puzzle crashing into place. "I can't believe you did that to her! You knew how she felt about you. How could you do that? And I know how you feel about her. What the hell is wrong with you?"

"Listen, Rhodey, we're trying to move forward the best we can," he said tersely.

"Oh my God. I would have castrated you!" Rhodey mumbled under his breath.

"Well, if I ever spend a night with you and knock you up, you can feel free to castrate me, man."

"What? You seriously slept with the woman one time and got her pregnant? What are the odds of that? Mr. Manwhore who managed to not procreate in all of the years I have known him?"

"Three."

"What?"

"It was three times. One night, yes, but three times…"

"Jesus Tony, really? TMI man." Rhodey shook his head still in disbelief. "You are going to be a father, man. A father! You! That is just insane!"

"I know."

"She and the baby are okay?"

"Uh, yeah. She's fine, and he's fine too." Tony allowed himself to smile.

"He?" Rhodey questioned.

"Yes, it's a boy. One shot and score! I'm batting 1000, man. Of course, it's me…anyway, yeah, we are going to have a son. Thank God. Not sure how I would handle periods and shit like that."

"Wow. That's crazy. I mean, good crazy. Is she big? I just can't imagine Pepper-workaholic-Potts being pregnant, I can't imagine her slowing down long enough," Rhodey grinned.

Tony realized it felt good to finally tell someone, to be able to share with someone else this life-changing news. "Imagine the same Pepper having swallowed a basketball, and that's what she looks like."

"I bet she looks good pregnant," Rhodey said nostalgically, and a bit out of character, but Tony figured it was some unspoken bond the two of them had forged through the years of putting up with him. "Congratulations, buddy," he said, getting up from his chair and giving him a hug. "Maybe the rest will work out."

Tony 's smile faded into a thin line, because he knew better. "I don't think so," he said.

"You never know," he insisted. "I knew from the day you disappeared in Afghanistan that she loved you. That's a long time, man."

"I think in time she might forgive me Rhodey, but she seemed pretty adamant that there was no chance of...well, of anything else."

"Give it time. Give her time. You love her…you are in love with her. That is a powerful thing, especially for you. In all the years I have known you I have never seen you like you are with her. About her. Just wait and see. Especially when this little mini-Stark arrives. You'll see. Give it time."

He shrugged noncommittally, wanting - but not daring - to let himself believe that he could be right.

"I guess I should get to work," Rhodey said.

"Yeah."

He walked toward the door to then stopped and turned around. "When he's born, I want pictures, got it?"

Tony nodded and said, "Of course."