- November 2nd, 1945 -

It was a chilly, rainy night in New York City. The lights of the city twinkled bravely against a backdrop of stormy grey, and the sky looked ready to break open at any moment. Peggy Carter strolled down the sidewalk, pulling her jacket tighter around her body. The cold usually didn't bother her, but tonight the wind cut like a knife.
She could hear the music before she saw the place. The sounds of the Stork club echoed down the fairly deserted street. It grew louder as she approached until she was standing outside the familiar building. The doorman nodded to her and allowed her to come in, and she gave him a tight lipped smile in response.

The warmth of the room hit her immediately. The faint glow of the lights was welcoming, and the heat made her skin prickle as feeling returned to her face. People were scurrying every which way. Waiters slid between patrons, carrying trays heaped with dishes. A drunken couple was getting too friendly in a corner booth as a table of rowdy patrons cheered loudly for one of their members chugging his drink. Other, more sophisticated tables talked quietly, and on the dance floor people twirled to the rhythm of the song the band was belting out. Peggy watched them jealously for a few moments, before tearing her gaze away and finding her usual table.

A thin, dark haired man was already in the booth, ordering drinks from a waiter. She headed towards her seat, brushing past a tipsy actress with a familiar face whose name she couldn't quite remember.

"Howard." She greeted, removing her jacket and laying it on the seat. She noted the way his eyes slid over her figure, taking in the navy fabric accentuating her curves.

"Hi Pegs. new dress?"

Peggy smoothed the front of her dress, a soft, silky creation that hugged her body appealingly.

"I thought it was time."

"Looks good."

The waiter arrived with their drinks, setting a wine glass in front of Howard. A glass full of scotch landed in front of Peggy, and she thanked the waiter before turning back to her counterpart. Ever since Steve's plane went down, she had been a regular at the club. Every Friday she made the journey from her little apartment into Manhattan. She tried to tell herself it was useless, but a small part of her was hoping that he'd make it there intact- a week late, or two weeks, or two months. It was foolish, but for a while she hung on to some shred of belief that he had survived somehow. For God's sake, he was Captain America. He would show up, late and sheepish, but he would be alive. But he never showed up.

Each Friday, the ache was a little bit less. The first night had been the worst. Peggy had gotten blackout drunk in the booth by herself, and suffered an embarrassing cab ride home that ended with her puking on the sidewalk outside her apartment. Once Howard caught wind of that situation, he insisted on accompanying her to the Club whenever he could. He never said anything about why she was going, claiming that he only wanted to make sure she wouldn't drink herself to death. Peggy didn't mind. He was "in" with the club owner, and ever since she had been marked as his friend, they had no trouble procuring her usual table. Her preferred booth was close enough to the door to examine every person who passed through. By now, she had pretty much retired the idea that Steve would waltz in, and she had stopped checking every person who entered. Her heart had stopped racing every time a tall, blonde man waltzed in. Before long, she figured that the need to return to the club, the compulsion just to check- would fade away too. And the nightmares would stop, and she would finally just be another woman who had lost someone in the war. Steve would just be the picture she kept tucked away and a story that she could tell. But for now, she would come back. And she would meet with Howard, especially on nights like tonight when they had business to take care of.
Overall, the nights when Howard showed up were the best- he kept her occupied, and his presence seemed to disparage others attempting to win her attention. At the moment, Peggy dodged the gaze of a handsome, buff man with an overgrown buzz-cut who was clearly celebrating his return from the war with a few too many drinks.

"Care to dance?" Asked Howard, interrupting her observations.

"I don't dance." Peggy replied curtly, fixing him with a glare.

The corner of Howard's mouth flicked up in amusement, and his eyes lit up with a devilish glimmer.

"You're full of shit, Carter." He reached for her hand, lightly resting his on top of hers. "That wasn't the answer you gave me before."

Peggy pulled her hand away. During one of their earlier visits, she dragged Howard onto the dance floor in an intoxicated haze. The night ended in his penthouse, and Peggy discovered that he had a marvelous view of the city from his bedroom window.

"I was grieving." She hesitated for a second, studying the dark circles that had begun to reside under Howard's eyes over the past two months. "We were both grieving."

The twinkle went out of his eyes, and he nodded his head. Clearing his throat, he muttered softly, "shame, though. You're a hell of a dancer."

Peggy scoffed slightly at his pronouncement. The truth was, he danced exceedingly well himself.

"Flattery won't get you anywhere." she chided, lifting her glass to her lips.

"Worth a shot." He grinned, downing his drink in one smooth sip.

Peggy was unimpressed.

"Are you ready to behave yourself?" She asked. "We have business to do."

"Right, right. Of course." Howard slid a hand through his hair nervously before producing a briefcase. He unlatched the box quickly, as if the metal might burn him. From inside the box came two maps and a sheet of paper, covered in his sloppy scrawl.

After the crash and the defeat of Red Skull, it was assumed that Hydra would be forced to surrender. The SSR and the United States had declared that Hydra was no longer a threat, and "clean up crews" were being sent to abandoned bases across Europe to strip the bases of any artifacts that could be useful for the U.S. Peggy accompanied the Howling Commandoes on a few journeys. Things weren't quite adding up. Estimates and calculations they had received from the military were incredibly incorrect. They had encountered hostiles in bases that were presumed to be empty. Privately, they had come to the conclusion that Hydra was far from defeated.

To further this theory, Howard had uncovered a frozen Hydra base in the Russian countryside while searching desperately for Steve's final resting place. He had been doing a sonar search of an area fifty miles away, but suspicious readings pulled him towards the base. A quick reconnaissance had determined that it was abandoned. A closer examination revealed that it contained a large number of the organizations files, including a folder detailing a plan to reboot the organization in collaboration with the KGB. The Russian government had shown interest in getting their hands on a share of something called the "Winter Soldier Project", and Hydra was keen on letting them invest in exchange for protection. Of course, with the war over, the project could be a harder sell.

For Peggy, the thought that Hydra could still be operating somewhere after all they had been through was like a slap in the face. Steve had given his life to put an end to their reign of terror. Howard, the commandoes, and herself had decided to put a stop to things once and for all.

"Pegs, are you sure you want to do this?" Howard was studying her face, paper in hand. "It's not going to be easy."

"I have to do this," she bit her lip before adding softly "for Steve."

He nodded in understanding before passing her the maps, smoothing his hair back again.

"Did you get hair gel on this?" She accused, using a napkin to wipe off the slimy substance covering her fingers.

"It isn't easy to be this good looking." He shot back, giving her a wink.

She rolled her eyes and began to study the map. It showed the countries of Northern Europe. Small, red markings denoted the location of all known Hydra bases in the area.

"I thought Sweden was neutral?" Peggy frowned, observing a single, small dot in the mountains of the country.

"It's just a storage base." Howard explained, leaning across the table to look at the paper with her. "Not sure how they managed to it across the border, but as far as we know there was never much activity from there and they scraped by without any interference."

"Interesting." Peggy mused, taking in the rest of the map.

Howard pointed to a base on the northwestern edge of Russia.

"This is where we think they're still working."

Peggy nodded, her mind racing. The game was to put a stop to this Winter Soldier thing before Russia could get involved. She shuddered to think of what might happen if the two were to cooperate so close to the end of the war. Tensions were already high. Any sort of collusion could trigger a response from the United States leading to a third conflict of nuclear proportions.

Additionally, there was the question of whether or not the SSR truly believed that Hydra had been disposed of. Howard was strongly convinced that the government was aware of that Hydra was still operational, and had no plans to fight it not that the war was over. He was a conspiracy man, through and through. Peggy was unconvinced, feeling that the men in charge were merely too high on victory to believe that they had failed. Either way, the pair had discussed working together to create a union of agents whose purpose was to work with the government to monitor and protect the United States from any outside threats, namely organizations like Hydra. It would be separate from government led operations, but still work side by side with them when necessary. Everything they did would be completely legal, and hand in hand with operations. However, at the moment, they were operating in defiance of all orders and completely under the radar.

"I'm thinking maybe we put you in a tight dress and have you shimmy your way in." Howard made a crude gesture with his hands, demonstrating exactly what he meant.

"Why don't we put you in the tight dress for a change." Peggy grabbed the second map, which was a detailed estimate of the base she would be entering. Of course, she wouldn't be going alone. She would be escorted by the commandoes during the invasion. Ideally, they would be able to secure access into the base, capture all parties in hiding for defying the terms of their surrender, and then gut the building, preferably with many explosives.

"I don't think many Hydra officers would find me to be their type. I'm very high maintenance." Howard replied with a straight face, picking up the paper with his scribbles all over it. "Officers leave the base once or twice a week to go to town for supplies. A few interesting deliveries have also been made directly to the vault. My surveillance modules have also caught one specific man who makes the best of his every trip into town. His name is Sebastian Schubermann. Probably a doctor or something. Point is, he usually heads into the town's bar, picks up a chick, takes her to a hotel, and then rolls back to the bunker the next morning,"

Peggy arched an eyebrow at him.
"I'm not sleeping with anyone."

Howard shrugged. "Just make it to his hotel. What happens behind that door is your business. He should have his ID and keys with him, because he needs those to get in an out."

Peggy nodded. The mark sounded exactly like the kind of man she enjoyed making a fool out of. "You're suggesting I merely get him wasted and then steal his stuff? Seems easy enough. Where do we go from there?"

"Well, Falsworth is about the same size as him. I'm thinking if we stick him in the uniform he'll be able to get through the door with the keys and ID." Howard paused as the waiter approached their table to ask if they wanted a second round of drinks.

Peggy asked for a glass of water, but Howard had another of whatever he was sipping on and the waiter whisked their empty glasses away without another word.

"Only water?" Howard teased, feigning surprise. "I only like to come here with you so that you make me feel like less of an alcoholic."

"Maybe that's a sign that you are an alcoholic." Peggy retorted. "Can we please focus on the task at hand?"

"Okay, okay! No need to get testy with me, your highness."

Peggy shot him a glare. She'd broken more than one nose for comments along those lines.

"As I was saying," Howard began again, a bit dramatically. "After Falsworth is in, he's heading straight for the panel box to flip the breakers. He'll signal us as soon as security is down. Morita will ride with him in his vehicle. I'll drop you and Dernier over the roof. There's a vent there that the two of you can slide through. Dum Dum and Jones are stuck breaking through the electric fence, and then they'll rendezvous with Morita, who will let them in through this back door."

Peggy nodded. This was her first time looking over the intel, but everything Howard had planned seemed to line up well. She trusted him. He knew what he was talking about when it came to strategy, and she knew that between the two of them, they would be able to nail down every part of the plan. They needed to make sure they had backup plans a-z fully prepped and ready to implement at any second.

The pair stayed in the booth for several hours, peering at their maps. They plotted and planned, delineating every possible problem. Most of the night life inside the club was dying down when Peggy finally declared that everything had been laid out to her satisfaction.

"I think that oughta do it." She announced, straightening in her seat.

"Thank God!" He exclaimed. "I've had enough of this." He cracked his knuckles emphatically, and then stretched his back. "Wanna come back to my place with me and catch a nap?"

Peggy hesitated. It was a tempting offer. She liked Howard, she really did. They had a fair amount of chemistry, and worked well together. All nonsense aside, she was thoroughly worn out and his place was much closer than hers. But after a moment, her common sense won out and she declined.

"No, I should probably go home." She briskly began folding up the maps.

"Are you sure?" Howard grinned. "It would be much nicer for me. I sleep better with you around."

"Not happening, Howard. We can't do that again." Peggy handed him back his maps.

"But-"

"No buts. What happened happened, but we can't- I can't have a repeat." She touched his hand gently.

His face fell, but he wrapped his fingers around hers to take her hand.

"I understand." He said quietly, with a trace of bitterness in his voice. Peggy could almost see him mentally comparing himself to Steve, marking down all the reasons he paled in comparison to the man she had lost- the friend they had both lost. She didn't know how to explain to him that Steve had nothing to do with it. She just wasn't ready for anything like that yet. A single slip up was one thing, but she wasn't ready for it to be more.

"At least let me drive you home." He offered, looking pitiful.

"Fine." Peggy conceded, standing up. It would save her the cab fare. As long as he didn't act like a miserable moron the whole way back, it would be tolerable. As they left the Stork Club together, a couple girls eyed Peggy enviously, clearly wishing that Howard was leaving with them instead. He completely ignored the attention, obviously used to getting stares wherever he went. To Peggy's relief, their discussion turned to Howard's upcoming press conference regarding the latest technological advancements on his hover car.

"It'll be great." He promised her as they approached her apartment. "If you aren't busy, you should turn up. I put on quite the show."

"I imagine you do." She said, only slightly sarcastic as they pulled up in front of her building. "Thanks for the lift."

"No problem. Get some rest." He gave her a half smile as she thanked him again and hopped out of the car. She felt his eyes watching her as she made her way to the front door, and she had to fight the urge to turn around and flip him off. She was ready for a good, solid sleep. Mission prep had to start fairly early the next morning, and she was excited to be back into the action.

Finally, she thought as she headed to bed. I finally have a reason to get up in the morning again.

A month later, on a snowy Friday in December, Howard made his way into the Stork club, alone. He expected no company tonight. He originally wanted this to be a celebration of the successful capture of dozens of Hydra operative, dammit. That's what it was supposed to be. Instead, their mission in Russia had been a spectacular failure before it even started. The mark had been two steps ahead of them. They hadn't even made it through the first part of their plan. Now, Peggy was presumably dead. Guilt weighing heavily on his shoulders, he settled down in the usual booth and ordered a single glass of Scotch.

For Peggy, he thought when the drink came. He downed the whole thing in one gulp, and ordered three more.

To forget her, he thought bitterly. To forget all the people I've lost.

Thoroughly intoxicated, he pulled out his briefcase. He had to come up with a way to make sure nothing like this could ever happen again. He needed to be better prepared, better equipped, and better trained than his enemies. Leaving the fight was not an option, so had to make sure they would win.

Howard thought of his fallen comrades as he laid out the plans for a project he had dubbed the SHIELD. He scribbled fervently until he was out of paper, so he continued his work with a small stack of napkins. When he finished, he sat back and admired his effort.

There was only one thing left to do. He plucked the last empty napkin from the tabletop and flattened it out in front of him, scribbling "SHIELD Initiative Projects" at the top. Below that, he wrote the number one, followed by "find crash site of Steven Grant Rogers." Number two was to find the final resting place of one Margaret "I'm not telling you my middle name, Howard. Stop asking." Carter. The third item was simple. Two words. "end Hydra." Howard traced the letters over and over again, until the point of his pen punched through the napkin. He almost didn't notice the tears sliding down his cheeks, except that they left small, wet splotches all over his masterpiece.

"For Peggy." Howard said aloud to nobody in particular, raising his last glass of scotch into the air. "And for Steve, and for Bucky, and for the Commandoes, and for every freedom loving citizen in the United States."

He paused for a long moment, choosing his next words very carefully.

"Fuck Hydra."