A/N: Yes, this is another of those Tony-dies-after-he-blows-up-the-alien-space-base story. Just a little one-shot that popped into my head based around the scene at the end. First fanfic, so cut me some slack. :P Edit: Thanks for all the people who subscribed/signed up for alerts or whatever it is (ha ha, since I'm new to FanFiction I have no idea what all this stuff is :P) and all the favorites! Please R&R!

Disclaimer: If I owned Avengers... *sigh dreamily* 3

He loved flying, Tony realized.

He never really appreciated it when he was zooming at breakneck speeds away from the bad guys, but he realized he loved it because it gave him freedom.

It was fitting, then, that he should die flying.

Tony's eyes were wide open, drinking in the sight of space, his scientific brain already at work before he realized, with a sinking in his heart, that it wouldn't matter because he would be dead in a few minutes.

The nuke was hard and cold beneath his hands, and his suit was slowly cooling down as Jarvis went farther out of reach.

"Would you like me to try Miss Potts?" Jarvis asked, with a hint of a tremor in his computerized voice.

Tony gave as much of a shrug as he could with the nuke above him. "Might as well," he muttered.

The small kernel of hope that she might answer before his death was extinguished after the final ring.

"I'm sorry, sir," Jarvis said, his voice turning into static and finally cutting off.

Millions of thoughts and memories flashed in his mind-Tony guessed it was true that a person relieved their entire life before they died.

Growing up as the child of Howard Stark. Being a billionaire, making weapons. Held in a cave in Afghanistan. Realizing his life now depended on the little piece of glowing metal in his chest. Yinsen, dying for him. Inventing the Iron Man suit. Obadiah, trying to kill him. The terror he felt, as he realized that the thing keeping him alive was slowly killing him. Vanko and Hammer. Rhodey, his best friend. Discovering a new element. Becoming part of the Avengers Initiative. Fury, saying: "I still believe in heroes." Pepper, her lips warm on his.

Tony wasn't ready; he knew he could have had years ahead of him. But heroes don't always die on their own terms. He just wished he could have said thank you to all the people most important to him.

Tony finally let go of the nuke, his suit shutting down as he fell, not flew, and the alien space center exploded above him.

Steve waited, desperately hoping that Tony would fly through the portal. The other Avengers held their breath, the hope dying inside them after minutes of waiting. But finally, he gave the order for Natasha to close it.

Inside, he was screaming.

Tony couldn't see, his suit had shut off, and he was stuck in a strange sense of weightlessness. Breathing became harder as his arc reactor slowly shut off, his chest rasping and rattling with each gasp of air.

Dimly, he registered being laid down gently on the ground. His facemask was torn off frantically, and he forced his eyes open.

Five concerned faces looked down at him, fixed on his flickering arc reactor.

"How can we fix it, Tony?" Steve asked, lost.

"No... Use... It's already too late," Tony gasped, struggling to breathe.

The five faces above paled and broke down into despair. The Hulk let out a long, agonized roar.

"Don't... Cry... Over me," Tony rasped. "Not worth it."

"How can you think that, Tony?" Steve cried. "You saved everyone's lives! You-you-" Steve turned away, his face twisted with the effort of holding back tears.

"Glad to see... You love me so much," Tony said snarkily with a weak smile, then added more seriously: "Don't forget me."

Tears trickled down Steve's face, no longer able to be held back.

"Never, Tony," Thor said, his voice breaking.

"Tell Pepper... She deserves better, but I loved her anyway," Tony choked out, coughing.

"Tony... No..." Clint said, bending over him despairingly while Natasha wept bitterly.

"Did we win?" Tony whispered.

"Yeah. We won for you," Clint said, wiping his nose.

"Good," Tony breathed, as the last, gasping breath of air left him.

Pepper stood in front of the cremation pyre, fighting back tears. "Don't cry over me," Tony had told them, and she was trying. But it was hard.

She had broken down in tears when Clint had relayed Tony's last message to her. And again when she realized that he had tried to call her before he died. Because the one time he needed her most, she hadn't been there for him.

The pyre was lit, and now the tears streamed down her face freely. The other Avengers wept unashamedly near her. How could Tony be gone? He was known for his selfishness and narcissism, but he sacrificed himself to save the world. Pepper always knew that was the way he would have wanted to go down, but neither of them thought it would be quite so soon.

Pepper lifted her face up, a small, sad smile on her face with rebellious tears rolling down her cheeks, as bits of ash floated into the sky he loved, the one place he was free.