AN: So I just saw the Iron Man Three movie and I was blown away. I loved it SO MUCH! The part that really made the film for me were Tony's anxiety attacks. So… here's one for you guys! I hope you like it!

Disclaimer: I do not own Iron Man, the Avengers, Katniss Everdeen, or Severus Snape (the last two are simply mentioned, by no means is this a crossover). If I did then Iron Man would sleep with Pepper a LOT more on screen. :D

It was a beautiful night. Truly, it was. The stars were clear tonight out over the ocean. The water reflected moonlight on the crests of its waves like thousands of specks of light were trapped on its surface. The noise of the tides and the distant sounds of the city meshed into something that radiated peace and tranquility as tangible forces. Tony was sure it would make anyone else feel calm and content. As for him, he could barely keep his hands from shaking.

It had been about six months since Tony had last helped the Avengers. For the first month and a half the new crime fighting league, or professional ass-kickers as Tony had wanted to call them, were all the rage. They'd done interviews, television spots. They had even appeared together for a few functions. But eventually everyone went their separate ways. It was kind of a surreal feeling. One minute, they are all fighting for their lives together, got each other's backs, and the next everyone is saying goodbye hopefully forever. And that was it. Tony didn't even know what they were up to now. Captain America was probably off learning the ropes in an unfamiliar era still. Bruce was probably doing yoga and mixing chemicals, kind of like a more flexible version of Severus Snape. Hawk was most likely still working on his active impersonation of Katniss Everdeen. Black Widow was… hot. Yeah, that about covers it for her. And Thor, he was probably ruling some other planet. Some other planet… in space. Unless he was busy being mistaken for a god on a less sophisticated world… yeah.

Once again Tony dropped the tool he was working with. The clang of metal falling to the ground echoed loudly and set his heart beating faster. With a swallow that was tough to come by, he slid out from under the suit he was working on. Mark 32 was coming along nicely. Normally he would be in bed with Pepper at this time of night. If not sleeping, then at least pretending for her sake. But at the moment, he was on his own. Pepper was gone on a business trip. Turns out, running Stark Industries was a big job. Who knew? He never much worried about it when he was in charge. But then, I guess that was why he wasn't in charge anymore.

He's not really sure how he got down here actually. He had been watching TV and then…The last thing he remembers being wholly lucid for was waking up from another nightmare. He had fallen asleep on his couch while waiting for Jarvis to put the finishing touches on Mark 31. Really, the only thing left to do had been the painting, and that was always the most boring part anyways. So naturally, after 37 hours without sleep, he was liable to crash. The nightmare was one of the regulars. Pepper was in trouble, and he couldn't save her. This time it had been because his suit had been pulverized under the force of a new brand of missile. Admittedly, if he was honest with himself, this was extremely unlikely to happen. He kept himself well up to date regarding all kinds of weapons and would deem most of his suits capable of, at the very least, deflecting them. But he had to be sure.

The next thing he knew, he was here. Jarvis informed him that he had run down the stairs and immediately started pulling up holograms and diagrams and basically just building. Now, he was working on the hardware. It was something he was familiar with by now. He had at least fifty frames already assembled. But each suit specialized in something different. This one was going to be indestructible.

He had to make it better, stronger, faster. He had to make himself better, stronger, faster. He had to keep her safe. He had to keep her safe. He had to keep her- He had to- He had to talk to her.

Frantically, Tony scrambled for his cell phone, before remembering that he was in his boxers and didn't have pockets. His breathing, he noticed, was coming in quick gasps. Likely, there was something wrong with him, and he would have Jarvis check him out, but first he had to make sure Pepper was safe.

"Jarvis?" he called into the room, and noticed that his voice came out strained, not at all how he usually sounded.

"Yes sir." The operating system responded promptly, soothing confidence in the voice that allowed Tony to get a momentary grip on things. Carefully, he slowed his breathing, closed his eyes to calm down, and swallowed hard. Everything was fine, he just had to call Pepper. Everything was fine.

"Call Pepper please, will you Jarvis?" Tony asked calmly, pleased to hear his voice sound more normal.

"Sir, it is a little after two in the morning, I don't think that Miss Potts will be pleased that you-"

"Just CALL HER!" he yelled. He knew that it was not the computer's fault. He knew that everything was fine. He knew that when all was said and done that he was going to feel horrible later for waking his girlfriend. But with his heart beating so fast Tony was sure he was about to have a heart attack, with his stomach doing cartwheels, and with his lungs simply not responding he knew only one thing. He needed to hear Pepper.

Obediently, Jarvis put through the call, and immediately the tones filtered into the room. With every time the phone rang Tony tried harder to get his emotions under control, and with every silence he failed miserably. He was just thinking that she would never pick up. That she was mad at him, or maybe just sleeping. Sleeping, yes, that had to be it. Or she was hurt. She was bleeding on the floor. She was in the hospital in a coma. She was being assaulted by the hotel staff. She was-

"Mm… Tony?" finally, her sleepy voice came into the room. It bounced off the walls and echoed in the room, and he simultaneously gasped and sobbed.

"Tony?" she repeated again, sounding more awake this time. It took a minute for him to find his voice.

"Hey baby," he tried for playful in the tone, but halfway through his voice broke and it came out sounding like a sick teenager going through puberty.

"Tony, why aren't you asleep?" she sounded worried now. He'd made her worry. Shit.

"No- no reason," he stuttered, trying once more for something normal in his voice. Sadly, his tone straddled that dangerous line between hysterical and mentally ill.

"Well… why are you calling?" she asked, a little annoyed but trying to be patient. He could hear how stressed and tired she was. She didn't need this. She already had enough on her plate trying to run his company. He felt like such a selfish bastard.

"I just- I- I wanted to hear your voice is all." His breathing hitched in his throat and he held his breath while he waited to see if she heard. She did.

"Tony, are you okay?" she asked after a pause. Again her voice echoed in the room. Are you okay? Are you okay? Tony? His breathing came in gasps. He couldn't do this. He couldn't hold on. He wasn't with her. He couldn't save her. Then…

"Shit" the last word he could manage to choke out before it hit. Suddenly his throat closed up and he doubled over, struggling desperately to breathe past the lump in his throat. He couldn't- He couldn't- He can't-

"Tony?!" she could hear him over the phone, could hear him struggle for breath, could hear his sobs.

"I- I can't- Jarvis, hang up!" he commanded through his gasps. His vision was blurry, and at first he was worried he was losing consciousness, then as warm liquid spilled out of his eyes he realized that he was crying. Jarvis shut off the call.

It is like a wave. One that you were unprepared for. You saw the water coming. You saw it rising. But you thought that you could push it down. You thought that you could run. You can't. It always hits you in the end. One moment you are treading water, and struggling to keep your head up after swimming for hours. You are so tired. But you've been swimming, so you figure you can keep swimming. "I can do this" you tell yourself "I am fine" you tell yourself. Then without any warning a shadow falls over you. Your heartbeat is fast and shallow. Your throat starts to seize. Then it hits you. The next thing you know there is no up, down, direction of any kind. There is nothing tangible around you. Your fingers grasp blindly and close only on empty water. You clench your fists and struggle for breath, but there is no air to be found. You are all alone, even if you were in a crowded room before it hit. And there is nothing to do, but to wait and see where the water will leave you.

Tony was left on his floor, on his hands and knees. He didn't know how long he'd been there. A few seconds likely, but he was panting as if he'd run a marathon. Jarvis' voice reminded him of where he was.

"Sir, Miss Potts is calling again. Shall I answer it this time?" Jarvis requested, and if computers could sound taken aback, he would have. For a strange moment, Tony was embarrassed that the computer had witnessed his… meltdown. Yes, that was what he would call it. A meltdown, brought on by exhaustion and overwork, and nothing else.

"Yeah, go ahead" he told the computer, getting to his feet and throwing himself down into the nearest chair. He was sweating, but shaking at the same time, so he settled for crossing his arms over his chest. Manly, he thought to himself, not at all defensive. But it made him feel safer just the same.

"Tony, are you okay? I was so worried! Why didn't you answer?" Pepper started in with her worried chitter as soon as the phone connected. Despite the situation, Tony allowed himself a shaky smile.

"I'm fine. I'm fine baby, I didn't mean to scare you." He answered, tired now, and still shaking. Thankfully, his breathing was more under control, if a little heavy. His emotions were another matter.

"Why didn't you pick up?" she was a little mad, and who wouldn't be. He knew she must hate him right now. He was acting so strange. She needed someone to be strong and stable for her. Not this useless mess.

"I-" he couldn't tell her what had happened. He just couldn't. "I was working on a project, and the machinery started to spark. I had to hang up so I could get it under control." He lied, feeling guilty as soon as the words left his mouth. He never wanted to lie to her.

"Oh… Okay. So… why did you call?" she was definitely mad now, as well as tired. He could almost picture her rubbing her eyes and sighing with exasperation. His guilt compounded.

"I- I had to hear your voice." That at least was not a lie. But that didn't change the fact that it was a pretty stupid reason to wake someone up in the middle of the night. He knew she needed her sleep. She had important meetings tomorrow. What was he thinking?

"Tony," she said, exasperation and a touch of affection in her voice. Her tone loosened his muscles some, but only served to increase his guilt. "I love you, you know that?"

"I know. I love you too." He closed his eyes, pictured her face and tried to hold on to the contentment she gave him. He didn't deserve her. He couldn't be what she needed. But he couldn't let her go either. He was a very selfish man after all. But he could do this for her at least.

"Go to sleep baby, I'll see you in a couple days. I'm sorry I woke you." I'm so, so sorry, he added to himself. His chest tightened as he realized that he was on his own for now.

"Okay. Goodnight Tony… Get some sleep!" she added after a pause, yawning through the words. He chuckled a bit, though fear was creeping into him. When they said goodbye he stared blankly at the call end option that Jarvis held up on a holographic screen. It took several extra seconds to get his hand to go to the button. Before he could work up the nerve, she hung up first.

There was no way she could know how much he needed her. He knew she was asleep again as soon as her head hit the pillow. Just the same, he felt like the biggest jackass on the planet for waking her. He was so unbelievably sorry for being this way. It wasn't just the late nights or the meltdowns. It wasn't just that he was losing his grip. He was the one that was supposed to be taking care of her. He was supposed to be there for her. Instead he was wiping tears off his cheeks and trying to control his breathing. He was trying hard, but right now this was all he had to offer her. This was the best he could do sometimes. It wasn't enough.

But there was a way that he could repay her for all the kindness that she had shown him, at least in some small way. Tony gave himself a shake and turned back to the Mark 32. He had to finish this. He had to protect her. Because she was perfect and he was not. He had to keep her safe.