Sorry for not updating sooner! Things got hectic and I lost my muse for developing yaoi elements to this story. I'll make it up to you dear readers, promise!

Disclaimer: This story is inspired by Captain America & Iron Man #633-635, written/artistically developed by Cullen Bunn, Barry Kitson, Javier Tartaglia, Jay Leisten, et. al. This rendition of the original story contains a good percentage of the original dialogue (spoilers for anyone who has yet to read this series) and contains some yaoi elements. Enjoy!


Chapter 3

Steve wasn't sure of what he did to come across this form of misfortune; he's fairly sure that he hadn't ignored any stray animals or homeless people…he hadn't crossed any black cats…and he knew that he hadn't offended any powerful mystics like The Enchantress or Scarlett Witch – if he did, he would have apologised immediately to avoid any curses. But to meet his end by the hands of third rate villains washumiliating. Unexpectedly, the hall window shattered.

"You guys mind backing off of my partner?" At that moment, he couldn't be any happier ― and slightly pissed off ―with Tony's timely appearance. He ducked just in time as Tony bombarded Batroc, Zaran and Machete with pellets.

With the rounds over, Steve looked up to see pieces of armaments from the Expo formed into armour with what looked like Iron Man's mask. "Tony?"

"Hey, Cap." Tony smirked under his mask."How's that striking out on your own thing working out for you?"

Machete was the first of the trio to rise, brandishing her daggers to strike at Tony. "I'll gut you!"

"Gotta tell ya…I like my guts right where they are." He deflected the attack by conjuring a force shield. "Ah well. There goes the personal force field. It was nice while it lasted." He sighed as the shield dissipated.

"Nice trick." Machete grunted as she unsheathed her sword."But it won't work twice." As she swung her blade, Tony dodged it easily.

"That's not a problem." Tony said, knowing his taunt was infuriating the woman."I'm a futurist. I'm always thinking a few steps ahead." He pulled out a small devise from a crevice within his armour and activated it. It released a piercing pitch that caused the villains to scream in pain, writhing on the floor; regrettably, he should have warned Steve to cover his ears because he, too, was affected by the sound. Once the noise ended, Tony went to his partner's side to help him up. "Hurts huh? Sorry about that." He quickly apologised."The good news is it only lasts for a few seconds."He dragged Steve towards the shattered window opening to escape. He just hoped that his piece-meal jet boots still had enough power. "We just need to be far away before Batroc and his cronies come to their senses."

Steve grappled Tony's arm and shoulder, ensuring that he wouldn't fall during the flight. "How did you ―?" he started to ask, looking at the make-shift armour that Tony was donning.

"Make all this stuff?" Tony finished the question. "C'mon. I built my first suit of armour from scraps while being held hostage in a cave." He said, never missing an opportunity to brag about that feat of his genius. "And you left me in an exhibit full of gadgets." If it wasn't for the fact that he was holding onto Tony like his life depended on it, Steve would have slapped himself. He should have dragged Tony back to the hotel for his own safety. "Of course, everything only works once or twice…and only for a few seconds, tops. It's the very definition of disposable tech." Tony continued to rattle on as he manoeuvred them around the buildings. "The good news is, I'm pretty certain I can track the harvester virus. Those nanobots are small, fast, and mean, but they leave one hell of an energy signature."

"And the bad news?" Steve was a realist; whenever someone — especially Tony — starts a phrase with '…the good news is…' there is always some bad news to follow.

"My jet boots are giving out, so we'll have to walk." He muttered as the jets began to sputter."Also—brace yourself for a crash landing!" He screeched as he crashed into a laundry line, he and Steve twisting in between some bed sheets. Trying to avoid another awkward moment, Tony twisted around until the sheets ripped and they both fell to the ground; luckily, it wasn't too much of a drop.

"Let's hope you track better than you fly." Steve said. As bad as the fall was, there was some humour in his voice as he followed Tony into the streets.

"Hey! I got you on the ground in one piece didn't I?" Tony responded, smirking."And we're tracking just fine." After walking a few blocks, they eventually reached the wharf and headed towards a warehouse. "This is the place." They entered through a side door and navigated between crates.

"So…who do you think we're dealing with here?" Steve asked, glaring suspiciously at the crates.

"Depends on who Kash is working for, I guess." Answered Tony, as he continued to track their path."She doesn't strike me as a solo act. We just need to figure out which evil empire would benefit from buying the tech specs on…well…everything…Hydra…Dr. Doom…Black Spectre…" he prattled some criminals that would make use of the Harvester's destruction, slowing his pace as he began to glance around the warehouse to check the supply of some of the crates.

Steve decided to walk ahead of Tony, not liking todawdle. "A.I.M." Steve said in a frustrated tone, stopping in his tracks.

"Sure. Maybe." Tony agreed absent-mindedly.

"Not maybe." Grumbled Steve."It's definitely A.I.M."

Tony bumped into Steve, curious. "How do you ―oh." He said, finally looking in the same direction as Steve; before them stood Batroc and his lackeys, Kashmir now dressed in a bluish-black cat suit, and M.O.D.O.K.

"I'M NOT ONE TO SAY I TOLD YOU SO…" M.O.D.O.K. grimaced at the intruders. "BUT THE AVENGERS…HERE…TRYING TO SPOIL MY PLANS…I TOLD YOU SO."

"Gentlemen…I'm afraid you made a grave mistake coming here." Kashmir said with her arms crossed against her chest, smirking. "My clients value their privacy. And you know what they say. In M.O.D.O.K. we trust." She moved her arm, a replica of Iron Man's gauntlet pointing at them. "All other's pay…well…you know..."She began to energise a repulsor ray. "It's been fun, gentlemen."

"There's only one thing I hate more than someone stealing my tech…" Tony grumbled as he scowled at the bitch who stole his designs. "And that's being threatened by someone who's stolen my tech. I'm afraid I'm going to have to teach you all a very painful lesson. Assuming we survive the next five minutes."

"What happens in five minutes?" Steve asked, not releasing his glare at the group that was approaching them.

"I save the day, of course." Tony said in a cocky tone. Steve rolled his eyes.

"Five minutes, huh?" Steve grasped his shield, ready to throw it at the first offender. "I can do five minutes with my eyes closed." His throw was good timing as he deflected the beam that Kashmir released at them. "I don't get it. Since when does A.I.M. need to steal technology?" Steve asked as he dodged the attack of a spider-type drone that was larger and, honestly, not as cute as Tony's hornets."I thought you all were diehard do-it-yourselfers."

"Lazy mad scientists!" Tony criticized as he fired a beam from the bazooka on his shoulder. "What's the world coming to?"

"How's that armour of yours holding up, Tony?" Steve asked while fending off some A.I.M agents and readying himself to catch his shield as it knocked Batroc's head.

"About as well as you might expect a suit pieced together from scraps to." Tony said as he continued to fire rounds."Likewise, I feel like my guts are trying to crawl out of my insides." He began to falter in movement, fighting off faint. "My armour's still trying to reconcile the virus. Feels like I ate some bad oysters. If oysters had claws and teeth."

"Stand tall." Steve cautioned. "I can last five minutes on my own, but it won't be as entertaining without you." Once the words left his mouth, Steve wanted to put his foot there – that last line sounded very flirtatious.

"It's nice to feel needed." Tony responded, his voice almost cracking; he never expected Steve to sound so flirty. What would these goons say? "No matter what, though, we have to retrieve the drive containing the Harvester Protocol! It's already gathered specs on my armour and who knows what else!"

The two men continued to fight, almost synchronising their movements. One by one, A.I.M agents continued to fall, although Batroc's team seem to still have strength to fight.

"THERE'S ONLY TWO OF THEM!" M.O.D.O.K yelled at his agents and the hired goons, not pleased with the outcome of the fight."HOW DIFFICULT IS IT TO KILL TWO MEN?"

"Let's find out!" Rapido gave a maniacal smile as he aimed his new machine gun arm at the heroes. "This A.I.M.-designed version of my arm should make short work of them."

"Rapido, you're dealing with two of the Avengers!" Steve warned as he deflected the shots with his shield."It'll take more than a few lasers to do us in!" While dodging the rounds that where aimed in his direction, Steve threw his shield, making contact with Rapido's head, knocking him out of the fight. As he caught his shield, he barely heard Tony's call to move. By the time he turned around, he saw Zaran being hit by a glue-type substance, careening him towards a group of A.I.M agents; if it weren't for the fact that they were fighting for their lives, the sight would have been considered hilarious.

"W―what…what is this?"Zaran stuttered as he tried to remove himself from the adhesive.

"What can I say, Zaran? Desperate times mean cribbing some of Spider-Man's notes." Tony said, quite pleased with himself as he held up the gun that was just used to fire the sticky compound. "Do I put the fun in functional or what?"

"You're all tapped out, Stark. All that money…and you're still running on fumes." Machete said, scowling at the millionaire."Ammunition― the great equalizer."

'What the fuck is her hang-up about my wealth?' Tony rolled his eyes and prepared himself to use a modified pulse rifle. "First of all, I didn't spend a dime on this gear. Second of all, I've never tapped out of anything in my life." He pressed an armoured finger against the grip of the rifle, polarizing it to fragment into small pieces. "And third…" He repositioned his hand towards Machete, releasing the armament's components as ammunition. "Bad guys fall down, go boom." He almost cursed as Machete dodged his attack, but had a slight grin that it wasn't in vain since it took out three A.I.M. agents.

Machete was in a blind rage, attacking Steve and Tony, but her attacks didn't have much effect since Tony's make-shift armour protected him, as Steve was able to block her swords with his shield.

"JUST AS I'VE ALWAYS KNOWN! IF YOU WANT TO KILL SOMEONE CORRECTLY, DO IT YOURSELF!" M.O.D.O.K..positioned himself to attack. "AND DON'T THINK FOR A SECOND THAT YOUR PATHETIC PARLOR TRICKS WILL KEEP ME FROM ENDING YOU, CAPTAIN!" He yelled as he bombarded the room with lasers, injuring Machete and a few of his agents, Steve andTony being relatively uninjured due to their equipment. "WHERE ARE YOUR WITTY RETORTS? WHERE ARE YOUR INSULTS?" he continued to shout, his attack recklessly hitting every surface. "WHERE ARE YOUR JOKES NOW?"

"Here's a question for you, Big Brain: where are all your hired thugs?" Tony asked, looking at the pile of downed agents around him and the fleeing men past M.O.D.O.K.'s grotesque shoulder.

"WWHA― WHAT ARE YOU DOING?" M.O.D.O.K. yelled at the fleeing brigade."WHERE DO YOU THINK YOU'RE GOING?"

"Maybe if you didn't try wasting the people on your payroll with friendly fire your employee turnover wouldn't be so high." Tony stated as he checked the injured A.I.M. agents and a fallen Machete."And there's my witty retort." He turned his attention to Steve. "Cap! Kash is making a break for it! I've got this. Go!"

Steve was ready to move but hesitated; as much as he wanted to arrest Kashmir, he didn't want to leave Tony alone without protection from someone as dangerous as M.O.D.O.K. "You sure?"

"Don't sweat it." Tony tried to remain calm; his temporary armour didn't have much left to it, and hisbleeding edge armour has yet to reactivate. "I'm making the game-winning touchdown in roughly two minutes. This'll be a blast." He said cockily to alleviate Steve's hesitation. He could attempt stalling M.O.D.O.K. for the sake of helping Steve with his mission."Just remember― don't let her get away."

"Not a problem." Steve said, not liking the idea of leaving his best friend behind, but knowing that he had a job to do. He ran down a passageway that he saw Kashmir turn, but his path was blocked by Batroc.

"This is what I like about you, Captain!" Batroc smiled wickedly. "You never leave well enough alone. You've already won the day! You could just let the girl go...relax a little...enjoy Madripoor..." hebabbled. "Get yourself a massage and a mai tai." The smirk that appeared on Batroc's face irritated Steve. "There is that millionaire that you could always have fun with…"

Taunting him was one thing, but bringing Tony into this was the final straw. "Or I can do this." Steve said as he jumped in the air and kicked Batroc against some crates.

"This is exciting, no?" Batroc provoked as he slammed a kick at Steve's face. "Captain America vs. Batroc the Leaper!" With Steve stunned from the attack, Batroc took the opportunity to jump onto Steve's shoulders and delivered a strong blow to his temples. "Arch-enemies! Fighting to the bitter end!"

Trying to ignore the pain, Steve took a tight grip of his shield. "I've got...sour news for you, Batroc." He raised his arms, his shield making contact to Batroc's face, effectively knocking the man down to the ground. "As far as enemies go, you don't even rank in my top ten!" Once seeing that the villain was unconscious, Steve continued his pursuit of Kash.


"C'mon...c'mon..." Tony muttered as he tinkered with his make-shift armour while blocking M.O.D.O.K.'s attack. He released a pained grunt as Machete attempted to attack him again. "Really?After I saved you?"He simply rolled his eyes and thought: 'This woman has issues'.He continued to fiddle with the tech of his suit that would distract M.O.D.O.K. and Machete long enough until he could get his normal armour back to working condition. As a blinding light emanated from the piecemeal armour, Tony smirked. "Strobe effect. I like to think it was my own dazzling personality that inspired that one."

"YOU SHOULD PAY LESS ATTENTION TO THE WOMAN, STARK...AND PAY MORE ATTENTION TO THE SOURCE OF YOUR ANNIHILATION!" M.O.D.O.K. sneered as he continued to attack Tony and his own agents; he was able to knock Tony down briefly, relishing on the hero's minor downfall. "IT MIGHT HAVE BEEN A GOOD IDEA FOR YOU TO SIT THIS ONE OUT, DON'T YOU THINK? YOU'RE NO HERO. WITHOUT YOUR ARMOUR...YOUR REAL ARMOUR...YOU'RE NOTHING BUT A WEAK MAN PLAYING DRESS-UP."

"You're right about one thing M.O.D.O.K." Tony said as he tried to shake off the last assault to his armour. "The piecemeal armour is all right." He smirked as he received confirmation from his armour saying the magic words: 'System Recalibration Complete.' "But nothing compared to the real deal." The Bleeding Edge armour seeped through his skin and wrapped itself around him like a comforter. "And your five minutes are up." He shot a repulsor ray at M.O.D.O.K. and knocked him down. He quickly hauled the villain's body over his head."It took a bit to purge the Harvester from my systems, but the look on that big face of yours was so worth it!"He threw M.O.D.O.K. halfway across the room just to receive a system's warning that his power reserves were at 22%. "Twenty-two? Really?Hnn...Feels more like half that." He decided that he had to ignore the lack of power in his suit and continue to fight.


Steve continued to run down several corridors of the warehouse until he found Kashmir activating some weird technological contraction, probably increasing the power of the Harvester. "Kash!" He called out, effectively distracting her.

"I'm not sure I know you well enough for you to address me commonly." Kashmir sneered at him."Ms. Vennema, if you please."

"Lady, you tried to kill me and my friend. I'll call you whatever I want!" Snapped Steve. 'There are a few other choice words I'd call you but my mother would slap me silly for such vulgar terms towards a woman.' He thought, internally shivering that he actually thought that. "Come along peacefully and ―" He couldn't complete his sentence as he dodged a repulsor beam from Kashmir's replica of Iron Man's gauntlet.

"Sorry, but I've got work to do." Kash taunted during her attack and reaching for the Harvester."There's money to be made selling this virus."

Steve rammed into her, holding a death grip on her wrists, forcing her to drop the Harvester, but it was too late. The electronics in the room began to malfunction. "What did you do? Shut it down!"

"Too late for that." Kash taunted. "This world's nothing but a natural resource waiting to be spoiled!"

Steve was pissed at being too late to stop her; all he could do was restrain her, head back to restrain Batroc and drag them back to Tony, hoping that his armour was back online long enough to stop the Harvester.


"NO! THE VIRUS!" M.O.D.O.K. screamed in agony."SHE'S SET THE HARVESTER LOOSE!"

"Hear that, Moneybags?" Machete sneered at Tony as he apprehended her."Whole world's going straight back to the Dark Ages. All your fancy gizmos...all your money...will mean nothing."

"Y'know, you really rock the whole bourgeois vs. proletariat vibe. I'll admit, it's kinda hot."Tony joked. "You've got me all wrong, though. I'm pretty much broke." He said in a serious tone."I would have considered maybe going out with you when you get out of prison in 30 to 40 years, but quite frankly, your attitude about being with money really sucks; and considering your profession by choice? You should look in the mirror before trashing another's life choices."

Machete's eyes flared for a moment, but refused to rise to the bait. "Big talk for a man who's about to lose his only weapon again."

"What kind of genius would I be if I hadn't already prepared for something like this?" Tony smirked behind his helmet. He held out a miniature dome that began to increase in size and released his hornet drones. "See? While my armour rebooted and expunged the virus, it was also hard at work developing an anti-virus. Don't move now...or I'll sic my little pets on you. And I doubt you're crazy enough to want to be devoured by robot hornets. All I need is a delivery system. Pretty sweet, huh?"The drones began to scurry about the room, a majority of them leaving the warehouse to expunge the Harvester. "You think you hate my attitude toward money now, wait till I tell you how much each and every one of these little hornets costs." "Worth every penny, though."

"WHAT IS THIS?" M.O.D.O.K. screamed. "DO YOU THINK YOU CAN HUMILIATE ME IN THIS WAY?"

"Relax, Tubby. Those drones are attacking the Harvester with the anti-virus. They're eating the nano-ware alive. Humiliating you is just a bonus." Tony boasted. Really; riling up the supervillains was half the fun in being a superhero. "The drones will continue to self-replicate...continue to spread the anti-virus...until there's nothing left. As of right now, the harvester is officially bug food." M.O.D.O.K. seemed to have reached a catatonic state; 'A side-effect of the anti-virus…' Tony assumedas he hauled Machete towards her downed comrades. Once they were gathered together, Iron Man wrapped them together with a metal girder. "There ya go. That ought to hold you." At the same time, he was receiving a warning from the suit that his power reserves were at 9%; he simply ignored the warning.

"Iron Man!" Steve called out to him as he lead a tied Kashmir and Batroc into the room."The virus..."

"Neutralized." Tony responded; Steve released a sigh of relief at the news."Madripoor's in for another couple of hours of tech glitches, but that's about it. I told you I'd save the day."

Steve could tell that Tony was smirking behind his helmet. "Took a little more than five minutes." He said, trying to remain stoic.

"That's the playboy in me." Tony teased."I like being fashionably late. And while I was saving the world, it looks like you got your girl."

"She's not talking much, at least not yet, but I'm guessing that with the proper incentives, we can get her to flip on the slime she's been supplying with weapons and tech." Steve said."Should be enough of a list to keep us in the superhero business for way..." Steve released another sigh of relief as a group of S.H.I.E.L.D agents arrived to apprehend the criminals. "It looks like Kashmir Vennema is effectively out of business."

As the S.H.I.E.L.D agents busied themselves with the captives, Tony receded his armour back into his skin, back into the comforts of his suit. Well I don't know about you…" he said as he stretched, hearing the comforting sounds of a cracking joint. "But I'm exhausted" He walked away from the agents, missing a look that crossed Steve's face.

"Wait up!" Steve called out, making Tony pause in his movement. "I'm gonna need your account of what happened here for the report." Although his voice was serious, Tony could hear the smirk that Steve was hiding. 'This is so not gonna to be fun…'


After spending several hours at the nearest S.H.I.E.L.D facility processing M.O.D.O.K. and Batroc's Brigade, as well as cross-referencing their accounts of the situation from the Expo to the gathering of the hornet drones that expunged the anti-virus of the Harvester, Steve and Tony finally made their way back to their hotel room. Just as Tony was about to relax on the sofa, Steve abruptly grabbed his arm.

"My God, Tony!" Steve yelled, making Tony flinch. "You could have been killed!"

Tony twisted his arm free from Steve's tight grasp. "Could have, but didn't." Tony said, folding his arms across his chest in defiance. "You need to trust me more on knowing what needs to be done when the world is at stake."

"Damn it, Tony!" Steve grabbed Tony by his shoulders, holding back from shaking the man. "This isn't about just saving the world. You need to realise that your life is just as important."

"Yeah, right…because the world still needs Iron Man…" Tony glared at Steve. "If anything were to happen to me, the world would move on. But it can't go on with Captain America."

"That's bullshit, Tony, and you know it." Steve said, as his grip on Tony's shoulders tightened. "The world needs Iron Man too. So do the Avengers and me. When are you going to realise that you mean a lot to people too?"

"They'll move on." Came Tony's dark reply.

"Damn it, Tony!" Before he knew what he was doing, Steve savagely kissed Tony.

Shocked by the kiss, Tony started to push back. As much as he liked Steve (maybe even adore [certainly not saying love...] him), Tony knew that this was wrong. Steve was still with Sharon and as much as the media painted Tony as a playboy, he did not poach someone else's lover.

As he continued to internally fight his own senses about the kiss that was still continuing, he gasped as Steve grabbed his ass, Steve stealing the moment to slip his tongue into Tony's mouth. Succumbing to the soldier's ministrations, the billionaire found himself kissing back, everything going into a mental haze. Before he knew what he was doing, Tony's legs were wrapped around Steve's waist; the kiss intensified as Steve manoeuvred them across the room, pushing Tony down on the bed.


Again, so sorry for the late update! On the plus side, this chapter came out the same time as the release of Captain America: The Winter Soldier :D – nothing related, but we prefer Steve with Tony ;) And funny enough, this update is almost a year after this story was originally posted :P

I'll push to release Chapter 4 as soon as possible!

XOXO