Content: Just a short scene that could take place during Agents of S.H.I.E.L.D. between "The Team" and "Captain America: Civil War." Peggy Carter warns Melinda May of a potential threat to the future of S.H.I.E.L.D.

Disclaimer: Characters property of Marvel. I'm just borrowing them for a sec.

Notes: Spoilers for AoS 3x17.No spoilers for "Captain America: Civil War" that I know of, except for what has been released in the trailers.

Philinda if you squint.

Agent Melinda May took a deep breath and closed her eyes before she opened the door to the hospital room. She had no idea why Peggy Carter had summoned her to her bedside, but she knew it could not be good news.

The two agents were not close. They were barely acquaintances.

May caught a few glimpses of S.H.I.E.L.D.'s founder during her time at the Academy. Carter was always surrounded by high-level agents, surveying the training of the newest generation of recruits from a distance.

She had shook May's hand and congratulated her at the graduation ceremony.

"I expect great things from you, Agent May," she had said. "You have a strength of character one rarely sees in one so young. We are lucky to have you on our side."

May had muttered an embarrassed "thank you" and was saved from having to come up with any other response when the next graduate was called to the stage.

Agent Carter had retired a few years later and May had not seen her since.

It would not have surprised her to learn that Carter kept tabs on her agents, even after she had left the Division. Having a spy as a parent, May knew that agents never really retired. But S.H.I.E.L.D. had been dissolved, for all official purposes, and if the rumours were to be believed, Carter herself was not long for this world.

What could she want with her now?

May opened the door a crack and peered inside. Carter's frail frame was dwarfed by the size of the hospital bed. An IV snaked along the comforter into her paper-thin skin and the blip of an EKG machine monitored the slow beat of her heart.

May's lips pursed at the scene before her. This was the woman who had fought alongside Captain America in the Second World War, rose to prominence in the Strategic Scientific Reserve, and had built S.H.I.E.L.D. from the ground up. There was something wrong with the universe when a legend like Peggy Carter could be reduced to this fragile, invalid state before death claimed her.

"Stop gawking, Agent May," came an admonition from the tiny woman. "Do come in and shut the door."

May held back a grin. That was the Peggy Carter she had been taught to revere.

"I'm sorry ma'am," she replied. She closed the door behind her and stood stiffly at the foot of the bed.

"At ease, Agent," Carter said. "Pull up a chair, won't you? I don't like having to look up at everyone when I speak. Although, I haven't had much of a choice these days."

May settled on a stool with wheels that squeaked as she rolled it closer to the former director. Carter pressed a button that elevated the bed until she was at eye-level.

"That's better," Carter said. "Thank you for replying to my message."

May nodded. Silence normally suited her, but in this case, she felt uncomfortable not saying more.

"I came as soon as I could, Agent Carter."

"I'm sure you did." Carter smiled through cracked lips. "And I have not been an 'Agent' for some time. 'Peggy' will suffice for now, or 'Carter', if you prefer."

"Alright," May agreed, declining to use either name for the moment.

"Agent May," she began. "I've called you because I have reason to suspect that something very troubling is on the horizon. Something that could have great consequences for S.H.I.E.L.D. I don't know that it can be helped, but, as you have upper-level clearance, I feel it's my duty to warn you to be prepared."

May regarded her carefully. Agen—Peggy Carter's dark brown eyes were as clear as ever. She gave every indication that she was lucid. Did she really not know that S.H.I.E.L.D. had been disbanded? Had she been told and forgotten?

"Ma'am, I don't know that anyone's told you…" she started.

"About HYDRA's coup?" Carter finished for her.

"Yes."

"Yes, of course," Carter continued. "I also know that a small faction of very determined agents has gone underground and is working to rebuild the Division. I was told you were one of those agents."

Carter smiled at May's bewilderment.

"Nick Fury couldn't let me die believing my life's work had been completely undermined by a HYDRA insurgency," she explained. "He's always had a soft-spot when it comes to me. Plus, I outrank him."

May smiled unreservedly at that.

"I'm glad you know, ma'am."

"Me too," Carter agreed. "But since S.H.I.E.L.D. isn't completely in ruins, you should know that you may have a new enemy to contend with very soon. And in the Division's current state, I don't know that you are prepared for what is to come."

May felt her head swim. The Playground lay in ruins, Hive grew stronger every day and had the ability to turn their own agents against them. Even as she spoke, Daisy was under his control. She could not help but agree with Carter; there was no way they were prepared to deal with the rise of yet another enemy.

Still, she had to know.

"Who is it?"

Peggy Carter swallowed and her voice cracked as she spoke the name:

"Steve Rogers."

"Rogers?" May repeated. "Captain America, Steve Rogers?"

Carter nodded.

"Steve visits me often," Carter said. "He's a good man, you know. Loyal to a fault. Which is exactly what has me worried."

"What do you mean?"

"Do you know the story of Steve's childhood friend, Bucky Barnes?"

"Of course," May replied. "He was commemorated on the memorial wall at the Hub. He died in action with the Howling Commandos in the War."

Carter nodded.

"He fell to his death from a train whilst on a mission that Steve led."

"That must have been difficult for Captain Rogers."

"It was the most broken I have ever seen him," Carter admitted. "He nearly quit the war-effort because of Barnes's death."

May fell silent, waiting for the pieces of the story to fall into place.

"Agent May, when Steve was last here, not two days ago, he confided in me that Barnes had survived."

"He survived the fall? Is he still alive today?"

"Apparently," Carter continued. "He was kept alive by HYDRA scientists, experimented on, and brainwashed."

"They wanted to make him into a weapon," May concluded, a sick feeling rising in her throat.

"And they succeeded." Carter said. "Agent May, have you ever heard of the Winter Soldier?"

May shook her head slowly.

"The Winter Soldier is a myth."

"No, Agent May," Carter contradicted her. "The Winter Soldier is very real. His name is Bucky Barnes. And Steve has him under his protection."

"Surely he'll turn him in to the authorities…"

"You underestimate Steve's loyalty to his friends," Carter told her. "Bucky knew Steve before the War, before he was Captain America. You have to understand, seven decades have passed between Bucky's 'death' and Steve discovering he was alive, but for Steve, it was only a couple of years. His best friend died and came back to life. Is there anything you would not do for a friend if you were in his place?"

May looked up at her sharply, but there was no guile in Carter's expression. She couldn't know how well May could relate to the scenario.

Hadn't she done the same thing?

When Coulson had come back from the dead, she had dropped everything to be there for him; to make sure he stayed safe. When he started to deteriorate, lose his sanity, even become dangerous, she had protected him. She never had any intention of following through on her promise to take him out. How far would she have gone to keep him alive if he had never recovered?

She was grateful beyond measure that she had never had to find out.

But she was no Captain America and Coulson was sure as hell no Winter Soldier.

What kind of chaos could a fallen Avenger and an enhanced assassin cause if they really believed it was them against the world?

"You understand the problem, Melinda," Carter said softly.

"Do you really think Rogers would turn on the government, on any of the Avengers, if they tried to take Barnes in?"

"I think Steve will always do what he thinks is right," Carter replied. "He believes Bucky is a friend and a good man. I fear for anyone who tries to stop him."

"But you want us, S.H.I.E.L.D., to try?" May asked levelly.

"No," Carter said. "This is not S.H.I.E.L.D.'s fight. You have neither the man-power nor the resources. And I know that you are otherwise occupied."

Is there anything you don't know? May wondered.

"But a war is coming, Agent May, and I would be doing the Division a disservice if I did not warn you that there could be casualties. Whether or not we want it, S.H.I.E.L.D. may have to choose a side."

"A side against Captain America?"

Peggy Carter lowered her eyes. She suddenly looked very tired, as if every single one of her long years was weighing her down.

"I hope it doesn't come to that."

"Me too," May whispered.

When the silence between them had stretched to a length that even May was uncomfortable with, she cleared her throat and stood.

"Thank you, Peggy," she said. "I know that couldn't have been… Thank you."

"You're welcome, Melinda."

"I'll pass this information on to my team."

"May?" Carter stopped her as she reached the door. "Whatever happens, please try to remember, he's only doing what he thinks is right. He's- he's a good man."

May nodded.

"I will."

"Thank you."

May slipped out the door.

Just before the lock clicked into place, Carter added, "Give my regards to Agent Coulson, won't you?"

In spite of the overwhelming challenge she had just been handed, Melinda May could not help but smile as she left the hospital. Thirty years later and nothing had changed. She still wanted to be just like Peggy Carter when she grew up.