She led Nicholas out of her office and into the hall. The wooden panels under their feet creaked as they walked over them. They were old boards, this was an old building, and it was nothing new. The crème walls were blank, the ceilings held only flickering industrial lights. The entire set up was inside of a block of city business apartments sealed off for their use, the roof was zoned for helicopter landing and the building extended down underground into the sewers. It was also designed to be equidistant to the airport and the train station in case a need arose to evacuate. It was an impressive set up, but Peggy truly hoped that one day it would be so much more. It still used outdated technology, the only reason that SHEILD functioned as smoothly as it did was because of its agents. Peggy, Howard and Chester Philips—the founders of the institution—had all hand picked and trained them.

Peggy missed the days when she got to be more hands on, the missions and the training and the fighting tooth and nail had all seemed dirty and a means to an end at the time, but she now looked back on her time nostalgically. Her duties nowadays were more or less what they used to be at the SSR, she answered phones and doing paper work. The bureaucracy of her job was mind numbing but important none-the-less, without her this place wouldn't exist much less function efficiently.

"Where are we going?" Nicholas asked her as she hurried through the hall

"To the heart and soul of this place." She told him just as they rounded the corner to the bullpen.

Agents in the room were bustling about, some darting out of the room to retrieve files and others to add things to case files and boards that they were already working on. Just as they entered a man with slicked back black hair, thick black square glasses and a navy suit called out to Peggy:

"Hey chief!" He yelled across the busy office area

Peggy stopped in her tracks. "Yes, what is it Agent Carlson?"

"Um, well," he held up a manila folder with papers inside and pointed to a mapped diagram of the Eastern Soviet Union "We were working on insurgency into the USSR for Project Czerkov, and we cant find a way into the north-eastern front without alerting stationed troops at out posts 34 and 36."

Peggy studied the diagram for a moment. "Hmm yes I do believe I see your dilemma," she pondered for a moment and then pointed to a spot on the map "What if you break your troops into 2 teams of 4 instead of 1 teams of 8, then send them over the wall at intervals? You could position them to infiltrate at each guard change. Its not a time sensitive mission you can wait them out."

The man broke into an uneasy smile. "Of course," he chuckled nervously "Thanks chief."

Peggy nodded and continued on with Nicholas by her side. She walked until they were out of everyone's way so that she could speak to him without interrupting her agents.

"This is the center of operations," she introduced "This is where most of the agents work and plan, the filing room is just down the hall and there are sound proof booths and rooms in each wall on the right for sensitive meetings."

She motioned towards glass doors on the right wall, inside of which some agents seemed to be arguing, but the glass was fogged and hard to see through.

"What if a sniper tried to shoot through one of your windows?" Nicholas asked gesturing to the undressed windows on each wall.

"I suppose they would find that every window in the building is completely bullet proof," She bragged just a little "A newer technology we adapted from the military, who got it from mobsters in the 30's and 40's, our scientists made it even stronger and lighter with fiberglass polymers."

Nicholas was silent as he looked around the room in awe. His eyes moved intelligently as if he were studying the room and learning every detail from memory.

"This place is…" he couldn't seem to find the right word for what this place was exactly. "Incredible."

Peggy felt a small bubble of pride in her chest. "Yes I suppose it is isn't it." Peggy caught herself a moment from falling into vanity again and cleared her throat. "Um anyways we'd better get a move on."

She hurried the boy along with her around of the bullpen and through a few science labs and past a hallway of interrogation rooms.

"Why all of the labs and technicians?" Nicholas asked

"SHEILD was founded in the wake of the Strategic Scientific Reserve, its main purpose was to oppose enemy organizations, and combat advanced weaponry."

"What kind of enemies?"

"A group of Nazi supporters primarily, but to say any more would be classified."

"Well what do you mean advanced weaponry?" He asked with growing anticipation "Like bombs and stuff?"

"Sort of," she said solemnly "Many weapons were created during World War Two that still pose a threat, some are bombs and others…are not."

Peggy straightened her shoulders, and marched on.

"Anyways lets continue you should see the underground."

The boy's eyes opened with excitement, his stoic expressions from earlier seemed to be a thing of the past, as he grew more and more interested with each moment.

Thinking about what that change meant caused Peggy to stop in her tracks immediately, so that he almost ran into her back. She turned and faced Nicholas, bending slightly so that her eyes made contact with his.

"Nicholas." She said

"I prefer Nick." He corrected

"Fine then, Nick," She adjusted "I do need to make something exceedingly clear."

"What?"

"I know that what you are seeing feels like a movie or a comic book but its not," she said seriously "These are real people not characters in an adventure book, I don't want you to take the wrong thing away from this experience. These people are all very dedicated, this work isn't always fun or safe, and its dangerous and scary and half the time you aren't sure if you are going to make it to see tomorrow or not. I don't want you to come in here and think that this line of work is anything more or less than it is, its espionage and that entails a lot of incalculable variables."

"Not a comic book," he repeated sadly but honestly, like he was accepting the truth whether he wanted to or not, Peggy was definitely sure that Nick wasn't any normal teenager. "So no superheroes then to save the day I'm guessing?"

Peggy felt herself smile. "I wouldn't say that. There are superheroes, just not the ones you know in capes and tights. The people that will be heroes in this world are every day people who truly believe in freedom and choice, they could be a girl from down the street who plays jump rope, the milk man who comes every Saturday morning or…just some skinny kid from Brooklyn trying to prove himself."

Nick nodded; he was starting to understand.

"Come on Nick," Peggy said ushering the boy into a rickety elevator at the end of the hallway. They stood in silence as the door closed with a heavy clunk.

Gears and pulleys outside the compartment whirred and grinded so much that the inside walls vibrated and it only stopped once the elevator ceased moving and it opened its doors revealing the basement.

Nick stepped out, mouth gapping at the expansive underground.

"What do you think?" Peggy asked

"What do I think?!" He said breathlessly "I think it's amazing, I think I'll never forget one moment of this for my entire li-"

He was going to say more, but he felt something cold and hard press up against the back of his skull.

"That's a Walther PPK by the way," said Peggy's Voice "In case you were thinking about running, don't. I'm a much better shot than I look. I think its time you answer some of my questions don't you?"