AN: Sorry for the wait :P I know! I had it sitting around this whole time too. The next chappie isnt done yet, but I'll get right on that! Thanks for the reviews! XD I hope everyone likes this chapter too!

Chapter Three

Steve didn't think he'd fallen asleep but he opened his eyes to a figure leaning over his bed, a hand gently on his arm.

He inhaled sharply, startled until he could make out the short dark hair and neat goatee.

He groaned sinking back into bed.

"Jesus Tony, you scared me," he sighed.

"I didn't think you get scared."

Steve hummed, his eyes drooping back shut.

"All the time," he muttered absently.

It took noticing that Tony's hand was still on his arm, his thumb rubbing gentle circles in his skin for Steve to clue in that a) it was a little weird to wake up with Tony in his room, hovering over him, b) he probably wasn't here for a social visit and c) he was most likely even drunker now than last Steve saw him. Now was definitely not the time to fall back asleep.

"Everything okay there, Stark?"

Maybe he was hoping that the use of his surname would suddenly remind Tony that they were in no way close enough for this.

Instead Tony grinned, white teeth glinting in the dim lights and he leaned forward, his hand shifting with him to rest on Steve's stomach.

"I had a thought," he said, "while I was out."

He moved forward further, climbing nearly on top of Steve.

Steve reached out at once, gripping Tony by the arms and stopping him, alarm bells ringing all through him.

"What are you doing?" he demanded.

He could smell the alcohol on Tony's breath as he leaned forward. For a heart stopping moment he though Tony was going to kiss him and he didn't know how he was going to react but Tony stopped short, leaning over Steve, his breath grazing his lips.

"I thought of something for both of us," he said. "Because you want to forget but you can't, and I want to forget..." he laughed harshly, "but its just not working."

He sounded so desperate that for a moment Steve did nothing as Tony leaned forward.

He pressed their lips together roughly, all the desperation Steve had expected was there, more even. He pressed in closer and before Steve noticed that Tony had straddled him, he was fully against him, chest down to groin, arc reactor digging sharply into his flesh.

Gasping, Steve pushed Tony away, his heart hammering wildly in his ribs as he tried to clear his thoughts. What was he doing?

"What's wrong?" Tony asked.

His voice was rough, his breathing heavy and he was trailing soft fingers up and down Steve's arm in a way that made him want to laugh hysterically and shiver at the same time.

"What's wrong?" he repeated. His voice sounded uncharacteristically high, even to his own ears but he didn't really care. "How about everything?"

Tony grimaced. Even in the dark Steve could see it.

"You seemed to be enjoying it," Tony said simply and just like that, he was against him again, soft lips digging into his own, nipping him gently when he didn't respond, pressing in harder when Steve gasped.

The tongue probing his lips was far more welcome then Steve wanted it to be. He didn't want to be opening his mouth so easily, allowing Tony to slide inside, to explore and rub against his tongue in such a way that made his blood run. He thought it was wrong. He knew it was wrong. He just couldn't exactly remember why. Especially when Tony was rocking so suggestively against him. The friction alone was making Steve twitch in his pants and his hips jerk.

He groaned, head falling back, eyes closing, all of his arguments gone.

God, it had been so long since anyone had wanted him. So long since anyone had kissed him. He'd spent years pent up, wondering what it would be like to have someone against him like this, kissing him and touching him. Did he really want to do this with Tony?

If he wanted to stop though he was quickly running out of time because Tony pulled away, ripping his shirt up over his head and throwing the ghostly blue light of the arc reactor through the room, and over them and the next moment he was sucking on Steve's neck, his unbearably soft lips locking onto a point just above Steve's collar and his hands making quick work of the jeans he'd fallen asleep in.

"Touch me," Tony grunted, and that was all the encouragement Steve needed.

He wrapped his arms around Tony's smaller frame, pulling him in closer, lifting him so that they were sitting, Tony straddling his lap and hell, maybe he'd never really thought of Tony this way before but he doubted that he'd ever be able to look at him again without remembering the look on his face right now, the flushed tone of his olive skin, full brown eyes swallowed by arousal, lips flushed and red.

Suddenly this didn't feel like nearly enough, and Steve rolled, taking Tony with him and landing him flat on his back under Steve with a startled gasp before Steve had his mouth back on him.

Tony let out a noise, half a laugh, half a gasp and tilted his head so that Steve's mouth naturally slipped to his jaw then his throat.

"Huh. Didn't expect this. Expected more fighting. A lot less enthusiasm."

Steve lifted his head but before he could ask, Tony slid his fingers into his hair, pulling his lips back down to his in a quick, heated kiss.

"I didn't say to stop," Tony said. He pushed up, his hips dragging against Steve's, making his breath catch in his throat.

Tony moaned, a hot guttural noise and pushed a hand between them, fingers slipping easily into Steve's pants.

He let out a long breath as Tony wrapped firm fingers around him and Steve shut his eyes. This was the first time anyone had really touched him. As amateur as it was, he was worried that this might not last as long as it should.

And then Tony started stroking him and he forgot everything he might have been thinking.

A throaty moan left his lips, light little gasps joining the noise and he didn't really care.

Tony cursed and let go, shoving Steve up frantically.

"This needs to come off," he said, tugging at Steve's shirt and hurriedly pulling his own pants open.

Steve watched for a split second before spurring into action, yanking his shirt up over his head and tossing it.

He bent down impulsively, latching his lips onto a hard nipple and relishing the strangled noise that fell from Tony's lips.

Unable to help himself, Steve pushed himself up, looking down at the display of the Tony Stark, flat on his back, blue light highlighting the rise of muscles while throwing the contours into harsh blackness. He was looking up at Steve with a soft, tilted smile, one hand almost lazily pulling at the length between his legs, thick and full and hard, straining for Steve.

"You like?" Tony asked huskily.

Steve let out a breath.

"Oh yes," he said.

Tony laughed and tugged him down into another kiss. Tony was a good kisser. An amazing kisser in fact. Every move and tiny moan he made pushed all those nagging thoughts from Steve's mind. The gentle play of his tongue obliterated his arguments. The movements of his hips pressing their arousal together, the sensitive flesh dragging simultaneously made him want to bend over backwards for any obscure and crazy thing that Tony ever wanted from him. He couldn't think anymore. Didn't even care to. Couldn't even form words, he thought. Which was why it was such a surprise when he whispered in a soft moan against Tony's neck a sentence that had reality crashing back.

"What about Pepper?"

Tony stilled at once.

A jarring moment later Steve realized what he said and exactly why he was supposed to have an issue with this and then of course the twist of guilt that he still didn't want to stop. He wanted to take back the words and have Tony on his back, like this, all night long, writhing and kissing him and wanting him.

But as much as Tony acted like an insensitive careless brat Steve knew better. Steve knew that Tony cared more than anyone else. It was why he respected him. It was why he grew to like him. It was why he should have known that Tony would never do this to pepper. He should have known that there was a lot more to the drinking then letting off a load.

Proving him right, the mention of her name had Tony's hardness almost instantly wilting, the look in his eyes turning from arousal to hurt and betrayal in point blank of a second.

"Tony-."

"Don't."

He shoved hard. Steve could have easily fought him, made him stay, but he didn't. He watched Tony push to his feet, yanking up his pants from the floor as he went and then stopped with a frustrated growl.

"You just have to keep talking don't you?" he demanded, whirling on Steve. Apparently he wasn't expected to answer because Tony left, slamming the door behind him before Steve could even open his mouth. Ironic statement since Tony was the one usually talking so fast Steve couldn't even follow it...

Okay, so judging from that, Pepper had left him, and that would hurt after their long history, but more importantly and more selfishly, Tony had left Steve. And Steve was confused, guilty and possibly harder than he'd ever been before and he wanted to go after Tony, shove him back down into the mattress and intimately get to know every curve of his body.

He flopped onto his back, remembering the expression on Tony's face both before and after he had ruined everything. So much for the whole sleeping thing.