The noise of ringing phones filled the air, the metallic clanging of bells seemed to resonate from those plastic boxes just to get on Agent Margret "Peggy" Carter's nerves. The odor of cigarette smoke hung in the air like a thick fog, it was impossible to breathe.

Peggy sat back in her chair, her feet up on her desk. She was alone in her office and alone with her thoughts. She had helped to start SHEILD several years ago to replace the SSR, and now she was at its head. She had always been the kind of person to always have a target in mind, a next great achievement on the horizon. But she wasn't really sure of what her future held any more. This might be her greatest achievement and so what did that leave for her future? Was this the best it would get for her?

Sure she had everything seemingly: a great job, a husband, a family, and finally the respect she deserved. But it was 1969 she wasn't the person that she used to be and part of her thought that maybe the old, more hands on Peggy might know what to do with her remaining years. Agents of espionage didn't tend to have much in terms of life expectancy; frankly she was amazed to have made it this far. She had dedicated her life to SHEILD, after she was gone, what would become of it?

A thought occurred, a good one, an answer even perhaps. Maybe that's what she needed. She pondered it for a moment; it was the logical next step. It would be necessary eventually; sooner or later she would need a successor. Someone she could train and prepare for the ever-growing threat of spies and the suffocating sensation of mistrust that had spread across the world in recent years. The war raging inside of eastern boarders and at home wasn't the only thing that was cold, the trust and warmth and sense of brotherhood and unity that once possessed the world as she knew it was gone, no one trusted any one…though in her experience that was better.

There was a soft knock at the door. She could see a man's shadow through the fogged glass plate in the wooden door.

"Come in." She said absently, still lost in her thoughts of the future.

The nob turned and a young black man dressed in a three-piece suit entered her office. At just first glance Peggy already knew so many things about him. He was a fighter to start with; he held himself sternly with a defensive stance. He was young but he had seen conflict before. He hadn't grown up easily, but what young black men had during the civil rights movement? She aged him to be around 17 or 18, a man in most circles, and he saw himself that way, but she could tell that there was boyishness to him that he kept well hidden. He was dressed formally in his suit, but it was minimalistic just like him, he kept secrets that was for sure. He interested Peggy immediately.

She slid her feet off of her desk, and leaned forward in her office chair, waiting for the young man sit down.

Peggy awaited his voice; when she heard none she became infinitely more intrigued by his prospects. The first rule of an interrogation was that if you spoke first, you had already lost. He was playing by those same rules, which said to Peggy that he wasn't any normal young man.

She leaned back in her chair, interested to see how long he could wait to be spoken to. She sipped from the mug of tea on her desk, never breaking eye contact with him. His expression was still and motionless, but that boyishness what Peggy had seen before was becoming more evident. He was uncomfortable with this situation, as if he had been told what to do by someone else but had never done it before-like a medical student reading about a surgery and then expected to preform it. She could outlast him easily, that she knew. Simply for the fun of it she settled herself in, flashed the man a smile and broke his eye contact. Lets see how long he'll last if he things that he has been forgotten and ignored she thought to herself. She opened a file on her desk, the one that she was meant to be looking over before a mission into the Soviet Union could be launched in the following days.

She didn't like to waste time and she would almost always rather be doing something than sitting around and reading about it, but in her role was founder and leader of SHEILD she found herself doing quite a lot of both so this was nothing new.

She began to hum herself a jazzy tune that she had heard on the radio that morning, and tapped her foot bobbing her head in time with the beats, she hoped that her childishness would evoke a reaction from the man. It all felt a bit like a fun game. She briefly looked up, from behind the folder to see the boy looking down, his posture was slightly hunched now and he seemed to be rethinking his tactics and a bead of sweet was rolling down his face. He was panicking just slightly but enough to be showing the tell tale symptoms.

She picked up her fountain pen and signed her name to the document agreeing to the insurgency. She admired her own penmanship in her wasted time, she always liked the loops and bumps that her writing had, and it looked suave and elegant. The handwritings that she could imitate were usually not as glamorous, because she was usually plagiarizing the signatures of men who tended to sway from "pretty" writing.

The young boy briefly cleared his thought, and that's when Peggy knew she had won. She looked at him and smile sideways; it was truly a valiant effort.

"M-Ms. Carter." He said, trying to be firm despite his discomfort.

"Yes?" She responded amused that he finally would speak

"I think that I could be of use to you and your organization."

"You do?" She asked casually

"Yes Ma'am."

"Do you know who we are?"

"The Strategic Homeland Intervention, Enforcement and Logistics Division." He confirmed.

"So what do you think of us?" She asked

"I think someone really wanted your acronym to spell out SHEILD."

Peggy smiled, briefly recalling a memory of Red, White and Blue metal.

"As it turns out, someone did."

He nodded.

"What's your name?" She said flatly, really more of a statement than a question.

"Nicholas Joseph Fury." He said

"That's a good name son," She said realizing that this kid could have what it takes to be a truly great spy, maybe even the answer to her ponderings. "Why don't I show you around."