Disclaimer: The Sound of Music belongs to 20th Century Fox. I've taken some lines from the screenplay and twisted them all to my own malicious plot. The screenplay was written by Earnest Lehman. Also, one moment was taken pretty much verbatim from the film version of Sarah, Plain and Tall, book and teleplay written by Patricia MacLachlan. The scene was so perfect and fit just right, I had to steal it, so I'm confessing to it right now.

Rating: PG

If you do not normally read author's notes, please DO read the setting section at the end of my comments before the story starts. This story requires a bit of an explanation, so I'd appreciate it if you did. Thank you!

Gratitude: Oh, where to start. I have been working on this monster since February. This was, I'm safe to say, the hardest story I've written thus far. I've come close to scrapping it more than once, and if it wasn't for the support of a few ladies, I just might have done so.

First, I thank Jelpy, who actually whined when I said she had to wait to beta it. Even though circumstances proved beyond our control, her enthusiasm and general comments let me know I was headed in the right direction.

Thank you to emartin, whose gentle yet consistent questions such as "How's JG coming?" or "When will JG be finished?" to the more direct "I wanna read JG!!!!" meant more to me than she could possibly know. When I finally deemed it worthy for a general read, her comments and praise and her very vital question about Maria's mind-reading ability proved invaluable. So, thank you!

I can't say what JG stands for, or it will give away the plot.

To Joolsfan, who doesn't know this, but was the catalyst for me to actually write this to the best of my ability. When we walked the streets of London, she asked "will it be long?" to which I replied "yes" and she just said, not even looking at me, a succinct "good." With that kind of quiet yet undeniable praise and expectancy, how could I not write this?

Also, thank you for your beta; your comments on Maria's character were exactly what I needed and you pointed out things I missed in my constant reviews of this story. And thank you SO much for pointing out the translation of a character's original last name: you saved me from making the wrong impression! The new one is banal and hopefully will not raise any eyebrows. Also, as the writer, I know what I'm talking about when I write a sentence, but your comments such as "could you please re-word that" let me know I may not have been as clear as I had thought. So, thank you very, very much.

And finally to Ilandra. Ilandra who coached, discussed, beta'd (more than once) this minor epic and is the reason this story is what it is. I cannot thank you enough for your thoughts and ideas with this. And also supplying things that I didn't look up, like the name of a soprano; where do you find these things? Most of all, I thank you for your efforts in sculpting this story into much more than it would have been if I did it alone. Your patient re-re-re-reads of various sections mean so much to me. You put as much work and devotion into this, someone else's story, as you would your own and that is a true credit to you and how much you value writing. I'll never forget (your) late night/early morning chat in which you delayed your homework so we could discuss a rather infamous scene and your wiliness to look at it right before your holiday. I really cannot convey how grateful I am.

So, now that I've thanked the Academy…

Setting: This is an AU from the movie. It starts off after the argument, where the family is happily reunited and all is peaceful at Villa Trapp. In this story, Maria is not a postulant. For reasons you'll soon see, I thought it would be too much for her to be a postulant, so she's a school teacher who works for the convent. Also, there is no Herr Zeller. Even though there are politics, he himself didn't fit the story, so he was axed.

I hope you enjoy!

My Mind and Soul

"Darling." Elsa's quiet voice broke the easy silence of the parlor.

The Captain looked up from his book. "Yes?"

"I was wondering what else there is to do for fun in Salzburg," she said as she looked imploringly at him.

The Captain knit his eyebrows and frowned. "What do you mean?"

He looked around the room at his children, who were all quietly occupied with various solitary tasks. Only Maria and Brigitta, who were hunched over a puzzle, had been speaking in hushed tones for the past hour. Everyone ceased their activities and looked up, their confusion on their faces mirroring his.

Elsa laughed. "I mean that this reading and quiet family time is quite nice and relaxing," she started, "but there must be something a little more…oh, extroverted to do."

"Ah!" Georg said, laughing lowly himself. "I see. You're getting bored."

"Country life is not for you, Elsa!" Max added, his amusement evident as he allowed himself a second away from the various listings of local music ensembles. "The Baroness is itching to get outside and away from all this family bonding."

"No," Elsa countered, flashing Max an indignant glance. She looked over at Georg again, offering him a sincere smile. "On the contrary, I find this a welcome change from the hubbub of Vienna and all its parties and balls."

"You know we are going into town on Tuesday to see the local ballet, Elsa," Georg said. He looked at his children again, and was warmed by the happiness he saw on their faces, rather than the hesitancy that had been there for so long. He moved his glance up to where Brigitta was sitting next to her governess. His eyes met with Maria's, and she smiled brightly at him.

"If I may make a suggestion, Captain," Maria said. "Perhaps we can all go into town tomorrow. It would be a nice change of scenery for the children."

"But we're going on a picnic tomorrow, Fräulein Maria!" Kurt said, actually looking affronted that his governess would forget their plans.

The young woman laughed. "Oh, yes, that's right," she said and winked at Brigitta. "Well, maybe we can go into town some other time."

"Isn't this the second picnic you've been on in two weeks, Fräulein?" Elsa asked. "Don't you all ever get tired of doing the same thing?"

"We like picnics," Louisa replied, an edge to her voice.

Maria's cheeks flushed. "It is nice to get outdoors," she said. She looked over at the Captain. "But if you would prefer us to stay at home to work on the children's lessons, sir, then we can go on our picnic some other –"

"Nonsense, Fräulein," he interrupted, shaking his head and smiling at her. "The children like going on them so much."

"Can you come with us, Father?" Marta asked, her eyes wide.

The Captain laughed and motioned for the little girl to come to him. Instantly obeying, she ran over and he picked her up and placed her on his lap.

"Maybe some other time, darling," he said, moving his gaze to his other children, noticing how some disappointment crossed their faces. He smiled and looked over at Elsa. "Unless you would like to go on a picnic as well, my dear."

Max burst out laughing. "Elsa hiking? I would actually pay to see that."

"It's about time you paid for something, Max," Elsa quipped, shooting him another annoyed glare. "I do have my ideas of fun, but I must confess that a mountain picnic is not one of them."

The Captain noticed Louisa smile smugly before returning to her book. Shaking his head, he sighed. "I've heard from two of my friends who have just returned from Innsbruck. I will invite them to a luncheon tomorrow. I'm sure you will like them, Elsa."

"Oh, I think that's a lovely idea!" she exclaimed. "I think it's time I meet your friends here."

"Can we meet them too?" Brigitta asked.

"We're going on a picnic," Friedrich reminded her. He looked over at Maria. "Right, Fräulein Maria?"

The Captain watched as all of the children looked at their governess, whose expression reminded him of a recruit on the first day of training. The look was gone in a flash, only to be replaced by a light smile.

"If we get an early start tomorrow, perhaps we will return in time to meet your father's friends," she said. Pausing, she looked up and met his gaze for a moment, and the Captain smiled at the cheerful look in her eyes. "That is, of course, if your father would like to introduce you."

He laughed aloud. "You all remember Klauss Eichmann and Markus Vogel, right?"

"Who are they?" Gretl asked, her little nose scrunching up.

"Father's friends, silly," Kurt answered.

"Kurt," Maria said lowly, and the boy reddened at being reprimanded, no matter how gently.

"I shall invite them for a late lunch, so perhaps you can return from your picnic sometime in the afternoon," Georg suggested. He looked over again at Maria. "Is that possible, Fräulein?"

"I believe it will be, Captain," she answered, her smile broadening as she and the Captain held each other's gaze.

"Oh, how lovely," Elsa exclaimed, snapping Georg's attention away from the far corner. "How do you know them, Georg?"

"How does he know anybody?" Max asked. "The Navy!"

Georg chuckled and hugged Marta closer to him. "I don't know you from the Navy, Max," he said, giving his friend a side-long glance.

"No, I was from your party days," Max answered and laughed at Georg's incensed expression.

The Captain looked at the clock on the wall. He had barely opened his mouth to suggest the children should retire for the evening when Maria's voice filled the room.

"Alright, children, it's time to say good-night," she commanded, rising from the table and walking into the center of the room. "If we're going to have an early day tomorrow, I suggest we all get plenty of sleep!"

The children all rose slowly and collected their books and games. The Captain squeezed Marta to him again and kissed her cheek before bidding good-night to the rest of his children.

Gretl looked at her governess expectantly. "Aren't you coming, Fräulein Maria?"

Maria nodded. "I'll be up in a minute; I just want to tidy up a little more."

When the children had left, Maria walked over to the table where she and Brigitta had been working on their puzzle. She started to carefully place the remaining pieces back into the box.

"You may leave those there, Fräulein," the Captain said, waving his hand to the table.

"Are you sure, Captain?" she asked, turning to meet his gaze. "I was just going to move it so it wouldn't create a mess."

He shook his head. "It's fine where it is," he insisted. "It'll be harder for you and Brigitta to finish it if everything is moved all around."

Maria smiled and nodded. "Thank you, sir," she said quietly. She looked as if she was about to say more, but refrained and pushed in the chair instead.

"Is there something else, Fräulein?" he asked gently.

"If I may say so, sir," she started, an uncharacteristic hesitancy to her voice, "Marta's invitation stands. The children would be more than happy if you would accompany us on one of our picnics."

The Captain smiled at the light pink tint on her cheeks. Her tentativeness was a stark difference to her outburst just a few weeks earlier, when she had confronted him about the way he had been raising his children. It seemed like a lifetime ago when the two of them had argued about his cold distance and how it was damaging his family. Now, he felt more alive and filled with purpose than he had in years.

He nodded, their eyes locking for a moment in understanding. He realized what the governess really meant was that an outing with the children would help him get to know them better. "We shall set a date for the near future, then Fräulein," he offered.

Satisfied, she nodded. "Good-night, sir," she said, smiling. Looking over at Max and Elsa, she gave each a nod. "Good-night, Baroness, Herr Detweiler."

"Good evening, my dear," Elsa said, her voice low.

"Good night, Fräulein," Max said, quickly glancing up from his list again to give her a smile as she left the room.

Elsa turned to look at Georg, noticing that his face was deep in thought as he stared at the spot where the children and Maria had exited. She rose and walked over to him, and he watched as she pulled a chair up next to him. Sitting down, she reached over and patted his hand.

"Do you really want to go on a picnic?" she asked.

He laughed. "Yes, I would," he said. "The area really is breathtaking, Elsa."

"Oh, I have no doubt of that," she said, nodding. "But I'd rather look at it from a distance."

"Where is the fun in that?" Georg challenged, leaning closer to her, inhaling her perfume and finding himself mesmerized by the way her diamond earrings sparkled in the light.

"I prefer to find other things to look at," Elsa said, her voice slightly above a whisper. She, too, leaned closer, and moved her hand up along Georg's arm, making his skin tingle through his jacket.

Max cleared his throat dramatically, breaking the spell. Georg leaned back into his chair, shooting his friend an angry look.

"Don't be mad at me," Max said, an almost- pleasurable gleam in his eyes. "I'm just fulfilling my duties as chaperone."

The Captain sighed in exasperation. Exchanging a wry look with Elsa, he reached over and caressed her cheek before rising from his chair.

"I hope Klauss and Markus don't have any plans for tomorrow," he thought aloud.

"They won't mind a spontaneous invitation?" Elsa asked.

"We shall see," he said, shrugging. "I'll call them tomorrow. I believe you will really like them, Elsa."

"If they're your friends, I am sure I will, darling," she said, as she, too rose from her chair. "I think I will follow the children and their governess's lead and retire for the evening."

She leaned over and kissed Georg's cheek. "I shall see you in the morning, my dear," she said. He watched as she left, feeling the corners of his mouth drift upwards. He looked over at Max, surprised to see his friend looking at him with a knowing grin on his face.

"What?" he asked.

The other laughed. "This household is quite different from the last time I visited. It's amazing what a little governess can do."

The Captain shot his friend a reproachful look.

"I never claimed to put on any airs, Georg," Max said as he raised his hands in the air. "I must say I like you a hell of a lot more now that she has knocked some sense into you."

Georg's jaw tightened. "You're in rare form tonight, Max," he said. Pausing, he reflected on what his friend had just said and nodded. "But you're right. It is nice not to be so tense in my own house."

Max smiled. "Fräulein Maria is certainly different from all your previous hires to raise your children," he commented. "A welcome change, if I may say so."

Georg laughed and nodded, looking above him to where his children's rooms were. "I am very grateful she so graciously allowed me to see my errors."

Max narrowed his eyes as he studied his friend. "Grateful indeed," he muttered before he, too, rose. "I believe I shall retire for the evening as well. See you tomorrow, Georg."

"Good night, Max," Georg said, shaking his head. Alone in the parlor, he glanced around the room. The silence was easy and restful, opposed to tense and rigid, which it had been just a few weeks before.

Georg walked over to the table on which the unfinished puzzle lay. He studied the scene for a moment, making out the beginnings of a mountain landscape. Looking over at the collection of scattered pieces, he picked up one and moved it around until he estimated where it would go in the finished picture. He smiled as he looked at the spot where Brigitta had sat, remembering the past few nights and the happiness that had engulfed his family. How he might have missed these treasured moments with his children due to his past behavior amazed him.

He moved his glance over to the chair where Maria had been sitting, and shook his head, again feeling humbled that the young school teacher had a seeming knowledge beyond her years in how she could read him, the entire family, so well. He smiled to himself at the bright look in her eyes as she suggested they go to town the next day, and her easy handling of all the children. He found himself almost regretting that he couldn't accompany them on their picnic and resolved to go on the next one, with or without his guests.

He looked over at the chair Elsa had moved so she could sit next to him. He absently traced his arm over the spot where she had caressed him. She reminded him that he still had the feelings he thought had been buried with Agathe. Elsa's sweet smile, her laughing eyes, and how her entire being seemed to be drenched in pure femininity filled him with a near hunger that he thought he'd never feel again.

Shaking his head, his hand ran over the chair on which Maria had been sitting as he, too, went upstairs to retire for the evening.

To be continued…