A/N: I love so many SOM stories on this site, but from when I first started reading them, they always inspired me to think about my own view of the characters and how their story might have unfolded. While I have many other story ideas, this is the one I feel I have to get out, even if everyone else is tired of retelling the story. I am standing on the shoulders of many other wonderful stories and authors and thank them for their inspiration. It took me so long to write this story because I kept learning so much from the others about how to write dialogue and use description. Obviously I have a long way to go! But for now, enjoy. Disclaimer: I don't own the Sound of Music or anything about it.

Chapter 1: Georg's morning

The glare of the mid-morning sun streaming through the windows pierced through the fog of sleep, but Georg tried his best to ignore it and escape back into dreamless slumber. Most mornings, he was awake and instantly alert well before dawn, a habit formed by many years of disciplined military life. He usually dressed quickly, moving purposefully through the house while its inhabitants still slept.

This morning, though, he had apparently slept late, and yet he was still dazed with fatigue. He could hear his children's voices from the terrace below, and the sounds of his household all around him – sounds that aggravated the throbbing in his head. But worse than his headache, worse than the glaring light, than his dry throat and aching muscles, was the vague feeling of – sadness? regret? loss? dread? Georg von Trapp was no stranger to these feelings, but he was quite expert at overcoming them, pushing them away, conquering them with characteristic determination. He had become a naval hero precisely because he was able to stay in control, to overcome feelings of fear, pain and grief that would have overwhelmed another man. In the space of a few years, he had lost the work he loved and the love of his life. The key to surviving, he had often told himself, was to move – to stay ceaselessly active, to appear purposeful even when life seemed to offer no purpose at all.

Reluctantly, Georg opened his eyes to discover that he was not in his nightclothes and not in his bed, for that matter. Still wearing last night's evening clothes, he was sprawled on the leather sofa in his study, an empty bottle of whiskey on the table next to him. That explained the headache and the soreness, but he could not quite reconstruct the previous evening's events, nor identify the source of his disturbed feelings. It had been a long time since he had drunk himself into a stupor, trying to numb himself, to outrun the tidal wave of grief that had threatened to overwhelm him when Agathe died.

Venturing out of the room and up the back stairway, he reminded himself, firmly, "those days are behind me. I am the only parent left to my children, and I will not hide from them, not in Vienna, and not in the bottle". Whatever had happened the previous evening, whatever was on his mind, he would confront and conquer it. Move, he told himself. Get moving. He needed to give himself a good talking-to, that was all. The kind he had received all too often from the little governess, until her departure a week ago. She'd been possibly the only resident of the von Trapp villa who did not shrink from his dark moods, who could not be silenced by the sharp words he used to keep the world at bay.

Safely locked behind the doors to his master bedroom, heavy drapes blocked the morning light and outdoor sounds, but his thoughts about Fraulein Maria still shadowed him as he shaved and dressed for the day. From the day he'd returned from Vienna two months ago, when she'd given him the kind of dressing-down he hadn't received since his days as a young lieutenant, he had come first to respect her and later, to enjoy her company, perhaps a bit too much, he admitted to himself. Her candor, the way she spoke her mind, her wholehearted enthusiasm for anything she loved, - Austria, music, his children, Cook's strudel – all were a refreshing change from the political hypocrisy and hidebound aristocracy that surrounded him. In her own way, she was as brave as any naval hero: although she wouldn't reveal much about her past, it was clear that she'd been born into humble circumstances. She was unembarrassed when Gretl had to teach her which fork to use at dinner, and unflustered by Franz's continuing condescension. This unsophisticated, naïve young woman had fought ferociously for his children, even when he'd given up trying. She'd stuck up for them from the evening he met her.

His eyes fell on a black satin pouch tucked away in his drawer. A gift put aside in anticipation of Liesl's seventeenth birthday, a small thing that told a story about the way the young governess had changed their lives. Fraulein Maria had knocked on the door of his study one evening, a few weeks after his return from Vienna, a familiar look in her eyes: apprehension that she was going to ask him something he wasn't going to like, mixed with resolve that she would do the right thing by his children, no matter the cost.

"Captain . . . it's about Liesl."

"Yes, Fraulein," he grimaced. He could already tell he wasn't going to like it.

"Captain, it's her birthday next month, and you know, well . . . she's at the age where, she wants, well, certain things. . . she wants to know if she can have - "

"Whatever it is she wants, she's too young for it, Fraulein. Her infatuation with that messenger boy - and yes, I know all about that, but I trust you are dealing with it - is already beyond her years. What is it now? A ball gown?" He shook his head.

"No, sir. It's, well, it's jewelry."

"Jewels?" His eyebrows lifted. "Have you been discussing jewels with my daughters, Fraulein? Educating them, perhaps, on the merits of diamonds from Africa versus, perhaps, rubies from India? Or sapphires? Which is your favorite?" There was just something so amusing about this simply dressed, barely civilized nun-in-training pleading for jewelry, for heaven's sake. He caught himself: "I'm sorry, Fraulein, I did not mean to be unkind. I, uh . . . "

With uncharacteristic dignity, Fraulein Maria interrupted, "Captain. She wants to have a piece of your . . . I mean, her mother's jewelry."

For just a moment, it felt as though her words had been a blow that struck him squarely in the chest. Agathe was hardly the typical overindulged heiress. She cared little for ostentatious displays of wealth or fashion – one of many things he admired about her - but she cherished the gifts he bought her from his travels around the world. Those treasures were in England now, not only for safekeeping against the troubles he feared would engulf Austria, but also so that he did not have to see them, did not have to reflect bitterly on the loss of his greatest treasure of all.

" Captain? I don't think she would wear it anywhere, I mean, of course you are right that she is too young to dress up, I just thought that, well. . . I mean, that kind of thing was not important to me when I was a girl, but Liesl has grown up under very different circumstances and . . . I know it must be difficult to see her grow up, to become a lovely young woman like your . . . I mean, her mother, but none of us can stop time, and . . . "

Would she never stop her incessant rambling? And worse, would her rambling always cut so close to th truth? Having avoided his children for so long, it was painful to realize that Liesl was almost grown . "Of course, Fraulein. I understand," he interrupted, stiffly. "Her, er, the jewels are not in Austria. They are elsewhere, and the less you or anyone else knows about that, the better. Tell Liesl that I will find an . . . appropriate way to honor her request." The little governess flashed him a smile that mixed gratitude, relief, and something else . . . some kind of sympathy? understanding? He'd written to his mother-in-law in England who had sent back a simple gold chain, something Agathe had owned as a girl herself. Keep moving, he reminded himself. You cannot buy back those four years when you ran from your children.

That was so like the young Fraulein – standing up for the children, teaching him how to love them again. She'd held her own negotiating with him over the children's clothing, their education, their leisure time activities. Although her methods were unorthodox, there was no denying she got results – the children were thriving in every way. She seemed to have an intuitive understanding of the things that really mattered to him: that his children learn to think for themselves, love literature, music and their homeland, and treat the people around the with respect. Georg maintained a healthy skepticism about the aristocracy he'd been born into, and was grateful for the way the little governess helped his children navigate its rules without herself becoming a slave to them.

He had seen her confidence waver only once, that terrible evening of the ball one week ago. She had carefully seen to every detail of the children's appearance, glowing at his compliment: "They would have done the Emperor himself proud, Fraulein." But she herself seemed uneasy in her lovely but simple dress, lingering in the shadows of the party. He wandered restlessly among the guests, disturbed by Zeller's obvious popularity among his pandering countrymen. Only later did he wonder whether the rumors about his impending engagement had reached her.

As a master strategist, he should have seen disaster coming as it did, after a summer during which he found himself seeking her company far more often, and, if he were honest with himself, thinking of her less appropriately, than he should have. He should never have broken protocol, and embarrassed her, by dancing with her in public. He did not even want to think about what passed between them during the long moments when they were lost in each other's eyes. She had looked terrified, in fact, ever since their dance had ended. But worst of all, he did nothing to protect her when Max set upon her, insisting that she join them for dinner. Trying to regain his characteristic composure, and to ignore the feelings that threatened to overwhelm him, Georg had shrugged off her obvious, if unspoken, plea for assistance. "You can join us if you want," he had said, carelessly, leaving it to an inexperienced girl to navigate terrain that was not only socially, but emotionally, treacherous. "We'll wait for you while you change," he'd added, coolly, as though he didn't know that she owned exactly three simple dresses, lovely as they were, but homemade from material he'd had purchased for her. No wonder she had fled back to the Abbey.

His thoughts were interrupted by a soft knock on the door. Franz. "Sir? Baroness Schrader asked me to send word that she's waiting for you in the drawing room."

Elsa. The fog lifted, and the events of the previous evening began to fall into place. He and Elsa had dined late, alone, on the terrace. Once again, she had pressed him about the state of their relationship. Although he couldn't recall the details of this specific conversation, it was well-traveled territory, so he knew it had gone like this: "Of course, Georg, no one will ever replace Agathe in your heart. And I know you want a good mother for your children. But darling, people have begun to talk. It's not fair to your children and it's not fair to me."

He knew, too, that she had hoped that the ball would be the perfect occasion to announce their engagement, that he had disappointed her terribly. He struggled to explain his reservations to her, but he hardly understood them himself. Their relationship had always been entertaining, keeping his mind and body moving, but somehow, since their return from Vienna, something had inside him had changed, had shifted like the wind dying down at the end of a storm. It was as though a knot within him was slowly loosening. He had started to hope for more, the way that his relationship with his children had grown into something more these last weeks – something he could reflect upon, and cherish even when at rest, in the quiet moments just before falling asleep. Since the evening of the ball, however, he was tired, tired of fighting, tired of hoping. He was well into his forties, a man who had already lost so much, whose beloved country was slipping away from him as well, and who apparently did not deserve to see it all restored to him. Who am I, he asked himself, to earn a second chance at what so many men do not even experience even once?

And so, last night, well into their third bottle of wine, he had relented. "All right, Elsa, how about Christmas time? The children will be on holiday from school and . . . " He ignored the fleeting look of disappointment on her face; undoubtedly she'd been hoping to be married more quickly and without seven young distractions in attendance, but he stood his ground. As the evening went on, though, he was more confused than content. He did not expect to feel the euphoria he'd felt when Agathe accepted his proposal eighteen years earlier, but he'd hoped, at least, to feel happy. He tossed down glass after glass of wine, trying to drink himself into a better mood. At one point, they'd quarreled about sending the children to boarding school. They parted quietly and, apparently, he'd retreated to his study to numb himself even further.

Georg shook off last night's gloom, finished tying his tie, and squared his shoulders purposefully. So that explains this foul mood, he thought, as he went downstairs. Although Elsa had been the first person to make him laugh, to help him enjoy life again, he no longer felt that she was his savior, although he could not say why. But marrying her was what everyone expected. It is the right thing to do, he told himself . You cannot expect to be swept away by the same feelings you had as a young bridegroom. It was curious, perhaps, that he was going to remarry, yet felt not a hint of guilt about abandoning Agathe's memory; his love for Agathe seemed untouched by his current circumstances, as though Elsa were occupying some other corner of his life, but not his heart.

Entering the drawing room, he caught Elsa unawares as she looked out the French doors onto the terrace. As from a distance, he admired her cool beauty, her graceful elegance. Apparently she harbored no lurking doubts. He wondered for a moment if she ever thought about Agathe, if Elsa suspected that his love for his first wife remained undiminished, if that bothered her at all. He sighed deeply, and Elsa turned from the window, looking elegant in lavender silk, and smiled. "Good morning, darling, let's get you some coffee."

"Elsa," he began, but she interrupted him.

"No, darling, please, let's not get into all that now. I have waited a long time for this day, Georg, and I'm terribly fond of you. I know . . . I know how important your children are to you, and I promise you I will try to be a good stepmother to them. Let's wait six months and then talk about boarding school. Liesl is getting close to the age where someone needs to oversee her entry into society, but there's time for that."

"All right, then, Elsa." He nodded, sighing. "That's decided." Although he felt, somehow, that nothing at all was really resolved.