Disclaimer: Sadly, the characters are not mine. However, with Marvel's many universes, this is totally possible!

Some Spoilers…nothing big, as this all takes place after the major events of the movie. All the same…read at your own risk!

Author's Notes: I've already seen the movie multiple times…LOVE IT! Anyhow, I was toying with the idea of Peggy and Howard being an item, but by the time Tony would have to have been born she would no longer have been well, in her prime. This was cuter, anyway. ;) Ooh! And thanks to Kippling Croft for bouncing ideas and beta-ing!

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What Comes of Fondue…

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At first she thought he was joking. A forced, broken smile found its way onto her face and she tore her eyes away, looking instead to the map spread across the table.

A trembling hand brushed some papers aside and she ran her fingers along the path marked on the map. "Well, then, we'll start on another course. You are correct; we have thoroughly searched from latitude-"

"Agent Carter,"

Her head shot up to look at the colonel, lips pursed, eyes piercing. "We'll try another path. Drift must be accounted for-"

"Peggy," His voice was calm but firm. Reluctant acceptance was etched into his features. "We're done. We're calling off the search."

She didn't hear his words. All she heard was any hope of ever seeing Steve again shattering into a thousand pieces.

"We've looked everywhere we can look." He reached over to put a hand on her shoulder only to have it batted away. "I'm sorry. He's gone."

Peggy closed her eyes. If only this was all a bad dream. Yes, it had to be. It was still during the war. Surely she would wake up in a moment and look over to see Steve's face smiling back at her. He would tuck a strand of her dark hair behind her ear and kiss her forehead and they would both get up and ready themselves for battle, him on the front line and her at the base. This was the day after his friend had died. He was still upset and would find a way to channel that into all he did from here on out. She admired him for not letting it make him bitter. Anyone else would. Not Steve. She smiled at the memory and opened her eyes, only to find herself in an empty war room with nothing but her memories to keep her company.

-.-.-.-.-.-.-.-

She sat in the club again. There was something about this place that gave her hope; like he would walk up behind her when a slow song started playing and ask her to dance and promise not to step on her toes. She knew he wasn't coming. She sat there anyway, watching the couples on the dance floor. One pair stood out to her; a young lady with curly red hair on the arm of an officer too young to have gotten that limp in any way other than battle. She absently wondered if he may have been one who fought alongside Steve. Oh, the girl was so happy to have him back…

"Care to dance?" A familiar voice asked from behind her. She turned. Howard Stark stood above her, his signature Stark Smirk pasted across his features. He extended his hand to her. She took it gratefully and stood.

"Come here often?" He joked, wrapping his arm around her waist as they swayed to the tune of Moonlight Serenade.

"Every Saturday. I…" She choked a bit. Memories and future plans mixing and mingling. Knowledge and fear and anticipation sweeping over her. "I had a date."

Howard pressed his face into her hair as she laid her head on his shoulder, a shaky sigh escaping her.

"I know you did."

The song ended all too soon and the couple made their way back to her table. Howard raised a hand in hopes of calling a waiter. "Drinks please!"

Peggy reached up and stopped him. "None for me thanks. It gives me headaches now. Just the thought of alcohol turns my stomach."

Howard quirked an eyebrow at her, but obliged, shooing the waiter from the area. "Peg, is something wrong? I know you miss Steve,"

"Howard, please, don't-"

"We all do." He caught her gaze with his own. "But there is something else upsetting you. C'mon, what's wrong?" His chocolate brown eyes met hers and she knew she could tell him. He would find out soon enough anyway.

"Really," she sighed and smiled, running a hand over her growing stomach. "There is nothing wrong."

Howard's eyes grew. "You two…fondued?" He ran a hand across his face, smiling and shaking his head. "And now you're-?"

"Yes. I had suspected, but now I know for certain."

"How long until…?"

"Well, this was in mid April, not long before Steve…" She still couldn't quite bring herself to say it. He was still alive. She knew it. She could feel it, no matter what anyone else told her. "…the plane went down…so…January; middle of January."

It now being late August after the War in Japan had ended she had already grown quite a bit though she hid it well.

"Let's go. We need to talk." Howard flashed her a smile and offered his arm. She looped hers through his and the two made their way to his brand new Cadillac. "I have a proposal for you." He said, leaning against the door.

Peggy's eyes widened. "You are kind, but I really don't think that-"

He laughed. "Relax, not that kind of proposal." He opened the door for her to get inside and walked around to step in himself. "But, now that you mention it…"

"Thank you, but no. What was your proposal?"

"A job. You need some way to support the two of you, right?"

She nodded.

"I have a position open in research and development in the New York division, assistant to the new head of the department, Obadiah Stane. You can work there while I set up camp on the West Coast. Better weather over there."

Her heart soared. This was more than she could have ever hoped for. At first, she honestly didn't know what she would do. She had tried go back to London, though her mother wouldn't take her back being in the…condition…she was. All she had thought possible would be passing herself for a war widow. This changed everything. "Howard, thank you, I…we…really appreciate it. Though I don't know how long I'll be of use to you."

Howard pulled a checkbook from his pocket and scribbled, handing it to her. "This should last you until you're able to work again."

Peggy took one look at the outrageous number and handed it back. "I…I can't accept this. This is far too much."

"Peg, take the money. I have plenty more where that came from. Whatever you don't use, give to the kid when he turns eighteen." Howard gently pushed her outstretched hand back. "Consider it a donation from a…private sponsor…like those funds for women whose husbands were in the war and…didn't come back."

Eyes brimming with tears, Peggy leaned forward and kissed him lightly on the cheek. He was an honorable scoundrel, humility hidden just beneath his arrogance. "Thank you, so much; from all of us."

Howard wrapped her in a gentle embrace. "Anytime, sweetheart."

-.-.-.-.-.-.-.-.-.-.-.-

Maria. Her middle name would be Sarah, after Steve's mother, even though the two names didn't sound all that great together. Maria Sarah…Carter. She wished it would have been Rogers. Peggy jotted the name down on the birth certificate for her baby girl with a melancholy smile and passed it back to her midwife.

A sweet woman, she was, little more than Peggy's own age and she came on recommendation from none other than a relative of Howard Stark. Taking the piece of paper, she bustled out of Peggy's bedroom and re-entered a moment later with the little bundle, laying her gently in her mother's arms.

She had her father's eyes. Color, yes, for now. All young ones have blue eyes when they are born. That may change later, though she hoped not. But the shape, the kindness…that was Steve. Tears filled her eyes and spilled over at the thought that he would never get to see her, and she would never know her father. She would never be bounced on his knee, and he would never be able to cuddle her when she cried. She would never have her father act as protector the first time she brings a boy home from school or have him comfort her when she gets her heart broken. He wouldn't be there to walk her down the aisle when she gets married or to be there for the birth of his grandchildren.

She would never witness his compassion or see his bravery. She would never see those kind eyes, the very ones he'd passed to her. He may not be there, but little Maria would know her father. Peggy would make sure of that. She would know the kindness and determination he had. She would know that he would never back down from a fight and that he always stood up to bullies. Secondhand the knowledge may be, learned through stories and memories of others, but it would have to do.

The baby fussed and scrunched her face. She was hungry. Peggy wiped a tear from her own face, smiled, and pulled at her blouse to feed her little girl.

-.-.-.-.-.-.-.-.-.-

She caught his eye from across the room, and apparently, he caught hers, too. This is the third time Howard caught the little filly staring at him. She was small, but long-legged, chocolate brown hair pulled back in a high ponytail. She had elegant features; dark eyes, high cheekbones and curves that any man would want his woman to have. She had on a simple sweater and one of those new mini-skirts with some high heels, making her legs seem like they went on for miles. He absently wondered if she was wearing pantyhose. He took a seat a few barstools down from her, just to get a closer look.

"I am not a hooker." She cast a sideways glance his way, eyeing him up and down. "Even if I was, you couldn't afford me."

He laughed, knowing he'd been caught. "Is that so?"

The girl smiled. "I require a diamond ring as a down payment." She sipped her martini and lazily looked to the guitarist playing in the corner of the room. "Old, fashioned, I know."

Howard scooted over a couple of stools to sit right next to her. "I may not be giving you a diamond ring, but I can give you the promise of a good time dancing to a good old band."

The brunette turned her stool to face him, a smirk tugging at the corners of her mouth. "I can work with that. Where and when?"

"The 'where' is a surprise. The when…tomorrow night." He glanced at his wristwatch. "Heck, we can still make it now."

She raised her eyebrows. "Now? Hm. Fast cars and faster women, huh?"

Howard wanted to slap himself. He was getting a bit rusty at this. He only realized just then how forward he'd sounded. He took a deep breath, putting a hand up to stop the young woman from leaving the bar, as had been her intention. "I'm only in town for a couple of days. Just checking up on the last of my business here before we finalize the move to Los Angeles." He said by way of explanation.

Seeming to accept this, she shrugged her shoulders. "Fine. I'll believe you this time. What's your name?"

"Stark," He put his signature Stark Smirk firmly in place. "Howard Stark."

"Maria."

-.-.-.-.-.-.-.-.-

He knew this was coming. He, in his forties, (late forties at that), had fallen for a girl barely in her twenties. He was absolutely taken with her. She was smart, tenacious, gorgeous, what more could he ask for? He fiddled with the ring he'd purchased, the 'down payment' as she'd called it once…how long ago was it…had it only been two months?

He turned the corner and made his way up the block to their favorite restaurant where he'd agreed to meet her tonight. He'd offer that they go for a stroll and a cruise around Long Island on his private boat. They'd anchor off the coast a ways where a spectacular firework display would go off and he'd pop the question. This was going to be great.

He opened the door and his little lady flew into his arms, squealing with an uncharacteristically young, girlish squeal. He picked her up and spun her around before planting her back on the floor. He kissed her fiercely, releasing her with a loud smack. She giggled and threaded an arm through his elbow and steered them to a table in the back of the room. Another woman sat there, she seemed strangely familiar…

"Howard, I'd like you to meet my mother,"

Oh Lord…

He stopped dead in his tracks looking something like a deer caught in oncoming headlights, torn between facing the onslaught and fleeing to safety. Suddenly it all clicked. Maria had said she had never met her father…Howard had only assumed that 'Carter' was his name and thus the name she'd taken. Wrong.

"Mom, this is Howard,"

Peggy stood, eyes wide. "You're Howard?" She turned to her daughter. "When you told me his name was Howard, I didn't know you meant Howard Stark. I assumed you were talking about someone…younger."

Hoping to muscle past any awkwardness, he grabbed Peggy in a tight hug before she could say any more. "I still am young!"

"Well, I never thought the name was that important." Maria gave her mother a questioning look. "I take it you two already know each other?"

Howard let Peggy go and stammered, "I…we…that is, your mother and I, as well as your father, worked together in the War."

Maria's eyes lit up. "Oh! So you know who he was?"

Howard's expression froze and he shot a panicked look to Peggy, who stifled a chuckle and waved the 'all clear' to share about Steve.

After the first few discomfited minutes , their common history and Stark's easy charm soon had the evening filled with much laughter between the three with Peggy opting to catch a cab home before the night had come to its end.

Peggy hugged her friend goodbye and hissed in his ear before stepping into the car, "Maria may not realize this, but even though you are the most generous person and the truest friend I've had, you are a scoundrel and if you do anything…"

"I know…I know."

Howard and Maria watched her as she shut the car door and the cab drove off. He wrapped an arm around Maria's shoulders and she sighed contentedly against him. He pulled the ring from his pocket and fingered it, out of her sight on his other side. "You know, you said back there that you never thought the name was important. Well, I had hoped you would, or at least, that you would now."

He pulled away and dropped to one knee. "See, I had hoped you would want to make it your name, too."

-.-.-.-.-.-.-.-.-.-.-

At first he thought he was joking. After all, that's what all the others had been doing. He did, after all, come from a time before any of them were born. They all made jokes and teased, not to be bullies, of course, but just to rib him a bit when he didn't get a reference or misunderstood some new term. He was completely lost on all of this new technology, though he was learning quickly. In fact, the others seemed to be tapering off in their poking fun at him, yet this one didn't.

Steve turned his head as Howard…no…Tony...Stark entered the room and slapped him on the back.

"Hey, Gramps."

That tore it; that same tongue-in-cheek tone that said he knew something. "Why do you keep calling me that?"

Though he didn't voice it, it was easy to tell that Tony was laughing inwardly, reveling in his knowledge. He walked over to a SHIELD computer and punched a few buttons, pulling up some old pictures. "You remember her?"

Steve looked at the picture and caught his breath. On the screen, as beautiful as he'd ever seen her, was Peggy Carter. All he could do was nod.

"She is my grandmother." Tony put on his father's smirk and typed a few more commands. "About nine months after you went down in that plane…" He paused for emphasis, watching the Captain to gauge his reaction. "She had my mother." Up popped a picture of a beautiful young woman. "Your daughter."

Steve's mind took a moment to grasp everything that had just been said. He remembered that night...and this was the result of it? They had a daughter? He examined every detail of that picture. She was the spitting image of her mother. God, she was beautiful! And he had missed it! He'd missed all of it. Hearing of Tony's parents' death—his own daughter killed in an automobile accident—came flooding back with such impact it took his breath away. A daughter he had never known and never would; he wondered what she must have been like. He wondered if she had as much of her mother's personality as she did her looks…he would never find out. A mist built up and clouded his vision and he blinked it away furiously. It was more than a few seconds before he could speak again.

"Wait…" He turned to Tony, a shocked and confused look on his face. "Your Father…Howard Stark…married my daughter? He must have been twice her age! He was older than me! Why couldn't she have found someone-" He blinked, a new thought coming to mind. "They were married, right?" He scrubbed a hand across his forehead.

If that scoundrel, (granted, an all-around good guy, but scoundrel nonetheless), was still alive…

"Well, aren't we the pot calling the kettle black, huh?" Tony certainly was his father's son. "She was a good girl, though that was probably much to the old man's disappointment. I was born over nine months, granted, less than a year, but still more than nine months, after their marriage. And I was premature; but not," Tony paused, bringing a hand up to do air quotes with his fingers, "Premature." He tapped the screen and the pictures blinked away. Tony plopped himself in the chair and spun it around to face Steve, still standing behind him wearing a somewhat dazed expression. "Yeah…he stopped his philandering ways after they were married. Stayed in New York for a bit; where I was born, and followed Stark Industries down here a couple of years later." He shrugged his shoulders absently and returned to face the screen again, bringing up something else; modifications for his suit, it looked like.

Steve sighed. God, what he'd missed…a daughter, a family, a life…Peggy…

"So," Steve cleared his throat in an effort to dislodge the lump forming there. "Your parents…my daughter…the accident…?"

Tony stopped typing and looked down, suddenly finding his lap very interesting. "Yeah. When I was a teenager. Buried in New York."

"Is that where," He blinked away that horrible mist again. "Is that where Peggy is?"

Tony's attitude flipped like a switch. "Yeah. She's still up there. Retired. She's like…ninety something…She has a nice little town house on Long Island."

Steve choked on the air and coughed. Tony ignored it and continued.

"Never left New York, actually. When her mother found out she was knocked up she never spoke to her again. Dad gave her a job at Stark Industries and she was there for a good forty years. She was CEO of the New York branch for the last twelve of those."

The taller man leaned against a computer console. His mind was reeling. She was still alive? He had to see her! Would she want to see him? Did she even remember him?

His thoughts were interrupted yet again by his-grandson.

"She's still sharp as a tack." He looked up and smiled deviously. "You know, while we're on the subject of family lineages and unexpected kids and grandkids..." Tony stood up and moved to stand in front of Steve. "Johnny Storm. You might want to look into that." With that, he smirked, turned on his heel, and walked out leaving a stunned and confused Captain America behind.

"What?"

FIN

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Thank you all so much for reading, I do hope you enjoyed it! However, the only way I will know is if you tell me! *Hint hint, wink wink* Review please! Brownie points for those that do :P

For those who are going to ask (Yes, I know you will!) what happens when Cap meets Peggy again…? Won't know until KC and I get around to writing that reunion…not entirely sure if that will happen…hopefully it will. Eventually.

Until another time,

~A7~