AUTHOR'S NOTES:

Hey every one! So this is the new and revamp version of 'Valley of the Dolls'. I'm re-writing and reimagine nearly the entire fic, and I chose to repost it so that if anyone wishes to review who has already reviewed on the old ones can if they wish to. So I saw CA:CW and I was pushed towards the story once again. VotD still follows Noah, except she's going to have a bit of a revamp to her too. The old fic is still up if you'd like to check it out, but I'll be posting the edited and future chapters here.

Hope you enjoy it!

-A


Budapest, est. late 1980's.

He stepped through the rusted door way into the crumbling and run down ruins of a small, castle; his gun poised to shoot and his nearly destroyed flashlight held tightly against the the side of the gun's barrel. It took a long moment for his eyes to adjust to the darker surroundings, the flash light barely illuminating the dark and damp corridor. Each noise, each drip of a far off leaking pipe, each hiss of an air vent made the dark hair's on his arm's spring up, standing at attention. Everything about this place was unnerving, from the dim lights, to the echoing noise, and even including the faint humming that could be heard all around.

I'm a trained professional, he told himself while silently prowling deeper into the tunnel, I can find out what was going on in this crude base of operation. He didn't just disarm and knock out nearly twenty-five armed guards to simply turn around and run away with his tail tuck between his legs. No, he was going to figure out what the hell was going on. And then he was going to turn around and get the fuck out.

It was beyond unsettling that no one had yet to find him. No one had come to stop him and it sent warning bells off inside him. When the enemy didn't bar you from entering their base, it only meant one thing; they wanted you to come in and they were waiting. With that realization fresh inside his head, he braced himself for a future attack. Eventually someone would have to come investigate or patrol the area eventually and he didn't want to be caught off guard. He passed through a leaking valve of steam, the hissing ringing inside his ear as he stepped through the opaque cloud. Once again, no one jumped him or confronted him as his vision was distorted. He was completely convinced that he hadn't exactly snuck into this base, but,rather, he'd been let in or someone left the door open. Either way, he wasn't pleased at his discovery.

He slowly and stealthily turned a corner after checking for any guards, only to find an another large and rusted door just at the end of the corridor. Briefly, he glanced around, looking for any other tunnels that split off from this main one, but there were none. That made the door all the more eerie. He was being led to whatever awaited in the next room.

The door at the the end of the hallway was slightly ajar and a pool of cool light poured from behind. It was open only an inch or two, leaving little room to spy through. Reaching the door, he gently nudged it open wider, praying that no sound would emit from the squeaky hinges. Thankfully, no sound came, despite the buildup of rust on the hinges. Once the door was pushed open enough, he slipped just his head in, only to be met with a gruesome scene.

There was a metal operation table set up in the middle of the room, a spotlight beaming down onto it. There was machine after machine lining the outer three walls, and the remaining one was lined with file cabinet after file cabinet. There was used medical tools and supplies scattered around the room, contributing to the unhygienic feeling the whole building gave off. Standing with their back to him, was a frail looking woman, dressed in a long white lab coat, bent over the table. Additionally, there was roughly two other people inside the room, one was attending across from the woman in the lab coat, and the other was off on the side, attempting to clean the tools. There was also someone lying on top of the metal table, long brown hair cascading over the edge. Even from this distance, he could see the bloody clumps that caused tangles in the dark brown hair.

"Ah, Colonel Fury, Welcome," greeted an accented female voice. The voice sounding far more raspy than anyone else he'd ever met, like the voice of someone who smokes nearly five packs of the strongest cigarettes, and yet it was still a distinctively feminine voice. "It seems you've stumbled across our home."

He, Nicholas Joseph Fury, a Colonel in the U.S. Armed Forces, stepped into the room, gun raised and pointed at the woman. He wasn't going to fire without getting any answers but he was ready to if it became necessary. None of the attendants inside the room even so much as glance up at Nick. It wasn't every day that his large and muscular build was ignored, usually his bigger and bulkier size caught the attention of pretty much everyone.

A quick glance around the room made Nick's stomach want to relinquish his morning meal right onto the floor, where it would be at home, mixed in with the other gross contents that laid around the table. There were containers of food left on nearly any flat surface, flies lingering around much of them, and piles of garbage stuffed into already overflowing garbage cans. The place was as unsanitary as the back of a garbage truck, and Nick wondered how the they could handle it. They had to be breathing in some sort of toxic mold from the looks of the place, and yet, they all looked as happy as a pig in shit. He'd only been in the room for a minute or two and he already wanted to take a mop and bucket to the place. Nick shook his head and forced the repulsion into the back of his mind.

"I'm so glad that you could visit us today," the woman said in her accented English, yet still not turning around.

"Stop what you're doing and turn around, hands above your head," Nick demanded, his gun jumping from one person to the next. He didn't know who to point at first. The whole situation was completely out of character and it was throwing Nick off. How'd this lady know that he was coming, let alone stood right outside the door? It was a fishy situation and Nick was determined to get to the bottom of it.

"Now, now, Colonel," the lady scolded, finally turned around. Her short mousy brown hair was curled tightly, the top half covered in a paper medical hat. She was also dangerously thin. One good shove and she'd topple over and break a hip. If her clothes were pooled at her feet, you'd be able to see every bone, every rib, every hollow of her body. It was a miracle that the lady was able to keep herself standing up, that's how bad her muscle tone was. Eyeing Nick up, the lady-Nick now noticed she was much younger than one would guess from a quick glance-adjusted the wire-thin glasses that rested on her nose, and peered over them with a pointed stare. "There's no need to be so angry," she replied. "We'll be taking that now."

The lady motioned to someone or something and suddenly a pair of men stood behind Nick Fury, their thundering size overshadowing Fury's own muscular size. Then, Nick was being tackled. Three equally strong and powerful men jumped him, each fighting to confiscate his gun. Once they ripped it from his grasp, they bound his wrists in front of him with rope, and pushed him further into the dingy room with the barrel of their gun.

"Let me introduce myself to you. I'm Zsofika Szabo," the woman said, with a nod at the end. "I've got much to do here so, if you don't mind, we'll be continuing on with this experiment."

"What the fuck are you doing?" Nick demanded, glancing over the body on the table. He was disgusted by the mutilation happening on the table. Lying on the table was a young girl, no more than twenty-two, with multiple lacerations to her body, some so deep they were exposing the bone. Blood pooled around her. It just remained there, soaking into everything. She was unconscious though there were no medical tubes attached to her. Was this Szabo performing an experiment on the young girl with no anesthesia or proper medical life support?

The lanky woman turned back to her project while the guards positioned Nick at the head of the table where the girls dark brown hair spilled over the edge. "I'm testing these new alterations. You, my dear Nicholas Fury, have stumbled into a highly top secret project: Project N.O.A.H. We've successfully emulated the serum." He didn't need to be told what serum this crackpot scientist was talking about to know know what she meant. "Except, we've hit a flaw. So, I'm trying to destroy that flaw, to break it so she could be everything he was."

"You're torturing an innocent girl," he barked.

"Innocent she may be, but she was made for this. She was hand crafted to be here," Zsofika explained, a haunting glint in her eyes. She was enjoying her explanation just as much as she was enjoying the torture she was inflicting. "Zola gave her to me. Said they were disappointed that Project N.O.A.H was a fail. I told him I could fix her, and fix her is what I'm doing."

"You can't just play god," Nick shot back, resisting the urge to attack. He gingerly toyed with a small button fused into the bottom hem of his jacket. One buzz and backup would be here.

Szabo stopped slicing and glanced angrily at Fury. "I'm full aware of that, thank you. But we're doing this for science. We're bettering the future." The sight of the poor young girl angered him, and Fury was getting more and more enraged with each exchange of words. She toyed with the button once more, lingering, then pushed it. He waited while watching the gruesome show that laid before him.

Fifteen seconds. He glanced around, no one looked alarmed yet.

Fourteen seconds. Nick tested the strength of the knots at his wrists. They started to unravel.

Thirteen seconds. An echoing came from beyond the still open door and finally someone took notice. The assistant cleaning the soiled tools that stood closest to the door glanced up, head tilted and brow furrowed. "Orvos Szabo…"

"What?" she spat, spinning around and shooting a lethal glare at her assistant. He nervously pointed towards the door.

Twelve seconds. The pounding of boots grew louder and louder, drawing the attention of everyone in the room. Except for Nick Fury. He fiddled with the ties and broke free. One second. Using the distraction, he forcefully slammed his elbow into the jaw of the guard on his right. The guard fell to the ground, hit his head and passed out. The other took notice right away and tried to apprehend Nick, but he was too quick. Nick wrestled the gun from his hands and smacked the end of the gun handle right into his face, knocking him out all the same.

"Orvos…" One of the guards said, standing at Zsofika side, arm on her elbow. "They're coming," he continued.

"I can't leave her," Zsofika cried, turning back to the young girl on the table.

"Zola can send you another. Or we'll find her again. Your life is at risk and if you're captured, you won't be able to continue."

It didn't take much more to convince the doctor to abandon her project. Szabo kissed the tips of her fingers and placed it upon the young girl's forehead. "I'll come back for you," she whispered. With her simple goodbye finished, Zsofika was whisked away by her guards, through a hidden door behind one of the panels of machines.

Nick, bloody and bruised from fighting off the guards, stepped towards the metal table. The young girl, despite her wounds and lacerations, looked peaceful, like she was far from this horrid place. Nick placed a hand on the top of her head, "Don't worry. You're safe now."

Years later

"Thank you, Mr. Stark, Agent Carter." Nick shook the hands of the two people standing in front of him.

Mr. Stark, a brilliant scientist, who fought alongside Captain America during the second World War, beamed a happy smile onto Nick Fury. He was no longer the dark and mysterious young man that he once was, now his dark mustache was replaced with with, same with the hairs on the top of his head. He looked the same, just with a different colour pallet.

Agent Carter, the top leading female agent during the second World War, was also friends with Mr. Stark and Captain America during that time. And she too now had a lighter colour pallet to her appearance. Her brown hair was now more white than brown, though there was still some light brown strands lingering through her hair, but she she looked nearly identical to the photos of her young. Time had done her well.

"We hope that you do well here, Director Fury," Mr. Stark replied, an emphasis on Nick's new title. "We think you're the right guy for this job."

"And, your qualifications in the field-like Budapest-make you overqualified for this position. Are you sure you won't miss it?" Agent Carter asked, her tone full of worry.

Nick thought for a moment, and then shook his head. "No. I'm tired of that life. This one," he pointed to the desk beside them, "I think that's what I'm ready for."

They shared a comfortable silence, each mulling over their own thoughts. Though Nick's thoughts started running wild at the mention of his mission in Budapest. He managed to take a good look at the man standing before him. It couldn't be, he thought, she's not... The age's match...

Nick pulled out a small photo from inside his jacket, regarding it for a moment. "I don't mean to be rude but I need to ask."

"What is it?" Agent Carter asked, noticing the photo in Nick's hand.

"Mr. Stark" He paused, unsure how to word his thoughts into a question without offending the two people offering him his new job. "Do you have a daughter…"

"A what?" Stark demanded.

He glanced up and met both their gazes. "Do you have a daughter, besides your son, Tony?"

They laughed and shook their head. Neither looking offended. "Goodness, No," answered Agent Carter. "Howard with a daughter? I'd love to see that. I think I'd even pay for that experience."

Stark laughed again, clapping Nick on the shoulder. "Maria is going to a kick out of that one. 'Maria, darling, apparently we have a daughter that I didn't know we had!"

"Well I have news for you…" Nick held up the photo and turned it to Mr. Stark and Agent Carter. In the photo it was a picture of Nick standing beside a young girl, a girl with long dark brown hair. She had the eyes of Howard Stark's. "Howard, have you ever seen this young girl?"