AN: Hello everyone! I'm a new writer over here in this universe. It's funny though, because I've been a fan of the movie since I was 12 and have been reading Sound of Music fanfiction since then. I'm 30 now, and it's taken me a long while to finally cough out the courage to write a story of my own, and how here it is. Like I said, it's my first Sound of Music story, so I'd really appreciate your thoughts on this. I'm not sure that a lot of people still read SOM fics (my other OTPs in other verses seem to have come and gone), but I suppose being such a huge fan, you write not for the attention, but for the fun of it. This is a bit of a passion project and a work in progress, and I'm happy just to be able to share it with you all.

This is AU, but is canon compliant until Something Good.

There were far too many reasons to be asleep than there were to be awake at this hour. It was ten in the evening, much too late for anyone at Nonnberg Abbey to be awake, let alone be shaking uncontrollably with a mix of excitement and trepidation. But it was what it was, and Maria could only shake her head.

She was at the cloistered abbey, in a guest room just before the doors of seclusion, clad not in the black, shapeless robes of the nun she always imagined herself to be. And tomorrow, she would take her vows, not as a novice, as she hoped she would when she first stepped foot at Nonnberg Abbey. But as a wife. Vows to love and to honor, to hold and to keep, from this day forward. Until death. It could only have been a dream. A year ago if someone had told her she would become a wife, and a mother to seven wonderful children, she would have scoffed. Nothing was farther from the life she envision for herself than this, walking in with eyes wide open at the prospect of being Georg Von Trapp's wife.

God most certainly had a sense of humor. When she was commissioned to the Von Trapp household at the beginning of the summer, there was little doubt that this was only a detour. That what was asked of her was simply to prepare the children for a new mother. Never in her wildest dreams did she think that she would be the new mother God was preparing them for. And that simple, boisterous and unconventional her would enchant Georg Von Trapp's heart. She was still constantly in awe of the thought—that someone of Georg's stature could ever see her for more than the silly governess who sang songs and spoke far too openly than would be considered appropriate by most. And yet he did. He loved her with a ferocity she had never before encountered, and she felt similarly. But, no. No, it was impossible she only felt similarly. She was certain it was far beyond it, for her heart often felt like it would burst out of her chest with fullness she didn't think she was capable of feeling.

The weeks following their engagement were a mix of happiness and anticipation and delight. She reveled in the children's presence, balked at the discovery of what Georg's nearness could do to her, and relished being free, knowing she belonged. This was her family now. From the very day at the villa, the children had been her own—tomorrow's vows would only make it all official.

Well—that is, if tomorrow ever came. Time ticked excruciatingly slow. She couldn't settle. She was nervous and excited and anxious but so maddeningly sure all at once, it made her dizzy. Her eyes skimmed the white dress that hung neatly in the corner—the most beautiful gown she'd ever seen. Tomorrow, she would walk down the aisle clad in that extravagant white dress that made her feel every bit like a princess, and she would walk into what could only be the beginning of the rest of her life.

Before she could settle into her bed, a gentle knock came at her door. Wondering who it could be at this hour, she slipped on her robe and opened the door slightly.

"Sister Margaretta?" she questioned. "Is something the matter?"

The kind sister smiled at her, a slight shake of her head. "Captain Von Trapp is here to see you."

Confusion was written on her face before she could even speak.

"I know," Sister Margaretta replied knowingly. They abbey didn't usually receive guests so late in the evening, especially grooms to be for their wives to be. "But he insisted it was a matter of some urgency."

"Is something the matter?" Maria repeated hastily, her mind flashing to the children. Could anything be wrong with any of them?

"I didn't pry," Sister Margaretta replied quietly. "Although it was clear he needed to speak with you."

Maria swallowed dry and nodded. "I suppose I should change," she answered absently, her mind flashing through a million and one reasons Georg would come to the abbey so late. Wedding preparations would start early tomorrow. Perhaps he was just as restless as her?

"Yes," Sister Margaretta agreed. "He's in the courtyard when you're ready." She smiled at Maria reassuringly, a quick glint of mischief in her eye that it made Maria wonder if it was ever there at all.

Sighing, she closed the door behind her and changed hastily into a simple frock and coat. It was unusually chilly tonight. She still bristled with excitement, even though she was concerned something had happened to the children, for what else would have Georg broken propriety's standards to come to the abbey so late?

Everything about their engagement had been wrought with the customs of high society. It was expected, of course. Maria knew who Georg was in Salzburg's social circles. She learned her manners, dressed more thoughtfully in meeting Georg's friends, learned to hold her tongue just a little in the company of others, and made sure a chaperone was with them as much as possible. Max was willing to overlook a moment or two alone, for which Maria was grateful. Otherwise she would have melted from the sheer burning within her at being so close yet so far from her beloved. She accompanied Georg to parties, chose not to listen to the terrible gossip that surrounded her about her relationship with the esteemed widow, and even so far as agreed to spend the week before the wedding at the abbey. For propriety's sake. So they would be less than a mockery than they already were at this point. Those things affected her, of course. But she had a one track mind and was confident her conscious was clean, her intentions pure, her heart filled with nothing but love and adoration for Georg and the children.

Tightening her coat around her, she made her way to the courtyard where Georg was. He was seated under the tree, illuminated by a single lamp perched on the side of the abbey wall. He was dressed warmly, looking pensive but dashing. The sight of him made Maria's heart beat wildly.

"You know, it isn't at all customary for the groom to see the bride the night before the wedding," she teased as she made her way to him, her tone only slightly betraying the nervousness she felt.

He looked up at the sound of her voice, his eyes so haunted that it made Maria instantly uneasy.

"Is everything alright, darling? Did anything happen to the children?"

"The children are fine," he hastened to assure her, patting the seat next to him but unable to meet her gaze.

Maria sat down as he gestured, eyes fixed firmly on Georg, a million and one questions written on her face. She tried to read him, to read through the hardness of his jaw, the tightness of the muscles around his neck as he swallowed, the way his eyes seemed to avoid hers for the first few moments. It unsettled her, frightened her even.

"I missed you," she said slowly, softly, eyes still calculating. "I haven't see you all for a week—the longest I've been without all since…"

Georg nodded, finally meeting her gaze. His expression was unreadable still, and Maria could sense something was indeed the matter.

"Maria," he started, eyes boring deeply into hers. His lips parted as if to say something, but he closed it shut in a moment. He exhaled then. "How have you been?" he settled.

A pause.

"Well," was Maria's short answer, feeling her palms sweat slightly even amid the unusual cold.

He hummed noncommittally, not meeting her eyes. "They've been treating you well here?"

"They always treat me well here," she replied carefully. "It's not an upscale hotel in Vienna, but it's certainly far more than I'm used to."

"Good."

Another pause. Agony.

Maria knew something big was coming as her usually composed and deliberate fiancé searched desperately for words that seemed stuck in his throat. Or was he trying to swallow them down? She wasn't sure. She had only just begun to learn more and more about him, an endless book she found great pleasure in reading thoroughly, slowly, with reverence.

"Georg, why did you come?" she asked, a slight quiver in her voice even as she forged on with determination. There was a distinct feeling of dread in her gut, for what she wasn't sure yet. And Georg's demeanor only worsened it.

He exhaled again, his expression going from completely unreadable to utterly hopeless. Unsure. Unsteady.

"I love you," he said, his tone soft but firm, leaving no room for any doubt.

She bit her lip and nodded slowly. "And I you."

"But it's… it's not as simple as loving each other," he said finally, meeting her blue eyes.

She stared for a moment, mesmerized by the vast expense of sea that looked directly at her, but she shook her head. "I'm not sure I understand."

"Maria, I love you," he said, turning his body towards her and taking hold of her hands. "Do not doubt this is so. But you see, there are… other things…"

"Other things," she repeated blankly, trying to wrap her mind around what Georg was trying to say but unable to figure out which direction he was going.

He nodded tersely. "Other things," he sighed. "Maria, the past few weeks have been nothing short of magical. From the moment you stepped foot at the villa, you changed it for the better. Lord only knows—you've changed me. And I will love you forever for it."

Maria remained silent. Motionless. Eyes dropping to their entwined hands, the dread growing ever more nagging.

"I am grateful," he continued, "for you've brought the children back into my life. How you gave them their father back. And I am in awe, still, of how a woman as wonderful as you could ever fall for a man like me. I do not deserve you at all."

"And yet here I am, aren't I?"

"I'm unsure why, after everything, you are still here," he replied mournfully, more to himself than to her. "Maria, I am being unfair to you."

She whipped her head up to meet his gaze. "What?"

"You're… you. You're so young, so beautiful, so full of life. And here I am taking you from the world and tying you down to a marriage—"

"Tying me down?" she repeated with some vehemence.

"Maria, surely you must see it, too. You're only 22 years old. You've got so much life ahead of you. Being a mother to seven children and a wife to an impossible widow is not how you should be living your life. At least not at this point. You should be out there in the world, enjoying every bit of it, climbing trees and mountains and what have you. Not stuck inside a home caring for children that aren't even yours."

"I have loved them like my own since the day I've met them," she replied fiercely, eyes ablaze with anger she couldn't quite put words to.

Georg sighed, defeated and guilty. "You're right, I'm sorry. They're not yours by blood but you've been more of a parent to them than I have."

But Maria—she was young. She had her whole life ahead of her. He was convinced, beyond the shadow of the doubt, that if she were to be a wife and mother, it should be because of the life she'd lived, the experiences she'd had. She deserved to find a man who wasn't "used goods", so to speak, who knew what young love was and loved her and only her, who fathered her children, knew only of her body, of her kisses. She deserved someone who belonged to her and only her.

And he? He wasn't that. He had too much of the past haunting him, trailing behind him like baggage, enough to sink the Titanic. She had only scratched the surface of who he really was, the parts of his past that were far too shameful left hidden and unshared. He couldn't bear it if she one day looked at him differently because of it. If she loved him less if she knew just what kind of man he was.

Maria tried to calm the rapid beating of her heart, tried to ignore the heat in her ears, the doubt that was beginning to blossom in her bones.

Georg let go of her hands and ran his fingers through his hair, an expression of immense exhaustion on his features, sitting on his shoulders like a weight, invisible and yet somehow too big to ignore.

"Maria, I couldn't possibly…. I could never…"

"Never?" she prompted quietly, willing the tears not to fall.

"I would never forgive myself if I ever stood in the way of you living what could be the best version of your life. You've known so little of it, so little of the world, it's hard to imagine that you aren't just settling."

"Settling!" she repeated, surprised not for the first that evening. Where did all of this come from? He had never given any indication of his doubts, of her worth, of the life they chose to share together. And yet here was clawing at the only happiness Maria had ever known with hasty and unfair assumptions about who she was, the life she lived. Or rather, the life she did not.

"Settling," Georg confirmed with a shake of his head, the weight of his thoughts now apparent.

"You couldn't possibly think I'm only settling. How can I, when you've given me the world!"

"You only think it's the world because it's all you've seen of it," he countered. At her broken expression, he sighed. "Maria, it's truth, isn't it? I'm not saying this to hurt you at all—it is the last thing I would wish to do. But how much of the outside world have you seen to be truly sure this is what you want?"

"I've seen enough," Maria huffed indignantly.

In his minds eye, it was true. Georg felt waves upon waves of guilt at the realization that he was taking Maria from the world far too soon, before she could truly decide that this was the life she wanted to live. It came in slow doubts over the summer, soft whispers in the back of his head that said she was young and innocent, reminded constantly by the gleam in her eye and the joy on her face at each new experience. He loved that profoundly about her—that her joys were simple. But slowly this doubt became fear, until he convinced himself Maria deserved far more than he could ever give to her.

It did not help that in the society in which they lived, in the circles he frequented, Maria's presence was nothing short of scandalous. He was willing to let these slide, because he loved her and she loved him and truly he couldn't care less about what others thought of him. But it wasn't really all that mattered. The children adored Maria, but they would one day be introduced to the same society, be expected to conform to the rules of the upper echelons of Salzburg's elite, and having Maria for a stepmother would likely not bode well—for them, and for her. He only wanted to protect her from the inevitable pains that would come as the second Baroness Von Trapp, one that was deemed by society to be less worthy. Even in the weeks of their engagement, there had been countless moments, whispers, conversations, idle gossip that percolated. Soon, they would be difficult to ignore, and who would it hurt the most? The one person he wished never to experience hurt in her life. The one who was least deserving of it. No, he could not be the cause of all that. He did not think he could live through it.

Long moments of silence.

Tense breathing.

A palpable air of unrest between the two lovers.

"Maria," he said gently. "I think… I think it would be best if…" he trailed off, unable to say it, unable to put words into the thoughts to make them real.

Her chest, heavy with pain she could never have known was possible, rose and fell with agony. "You must say it," she whispered harshly.

She would have fought—oh how she would have! The Maria she knew would have marched right into this with an argument, speaking her mind and fighting for him. But Georg, he seemed resigned. So certain. And she'd known him long enough to know that once he had made a decision, very little could be said or done to sway him otherwise. And besides, with each word Georg spoke, with each seed of doubt he planted, with each shake of head and heavy sigh, her fighting spirit dwindled until there was nothing. She was as empty as a drum, a woman with so much love to give and no one willing to accept it.

"It would be best if we called off the wedding," he said finally, unsure how he managed to say it all in one breath, without a single quiver to his voice.

And with those words, the emptiness turned into nothingness. She wasn't a vessel that was unfilled. She was a black hole, unexisting, unreal, everything she knew to be true about love snatched quickly from within her grasp until she was nothing but… nothing.

There would be no wedding tomorrow. And she would not be Georg Von Trapp's wife.

TWO YEARS LATER

"Oh really, Father. You must walk faster," Liesl admonished as they winded their way through the cobblestone streets of Alstadt.

"Faster?" He was older, yes, but surely not slow. He prided himself in how he had kept fit, as was required him in the navy. Why, if he were summoned to a military base now, he had little doubt that he would be able to perform the drills just like any young cadet. And for his daughter to even so much as imply that he was slow? Well!

Liesl nodded emphatically. "We've delayed this party by a year now. Indeed we can't delay it any longer."

Georg bit his lip but followed his excited daughter wearily.

Liesl was to be presented to society. She was a fresh-faced 18-year old, understandably looking forward to being introduced to the men and women of their social circle, excited at the prospect of meeting a lad or two. She was right that the party had already been delayed, by a year no less. Georg wasn't ready to accept that his daughter was old enough to be courted. But on the insistence of Liesl, Agathe's parents, and even Georg's own sister, he acquiesced. There were no more excuses for putting it off.

Georg liked to believe it had been put off simply because he could not fathom Liesl to be anything but his little girl. But he would be a fool if he didn't know it was also delayed in a manner of respect—because he had called off two weddings in the span of two months, and throwing a party was the least of his desires.

But here he was now, trailing Liesl to a dress shop she had insisted on going to.

"Why couldn't Frau Weber make your dresses like usual?" he had asked the night before, at dinner, when Liesl pleaded to be taken to a different dress maker.

Liesl had made a face at him. "Frau Weber makes Marta and Gretl's dresses. I don't believe it would be quite appropriate to wear too many…. ruffles," she had finished with some distaste. Marta and Gretl only giggled in response.

Apparently, this new shop in town was where all of Liesl's cohorts had their dresses made for their coming-out parties. Frau Muller, a newer addition to the couture scene in Salzburg, was now the talk of the town among the young ladies. And as they entered the shop right on Getreidegasse, Georg could understand precisely why.

Instead of the stuffy gowns that used to line the halls of Vienna's grand and glorious parties, the dresses on display were silky, silhouetted, modest but modern, like they came from a Hollywood picture. Georg had to suppress a groan at the thought of his daughter in a silk number that would leave nothing to the imagination.

Cheerfully, Liesl made her way to the counter, to the hefty Austrian behind it, who greeted them with a warm smile.

"Guten tag," Liesl smiled shyly. "My name is Liesl Von Trapp. I'm here for an appointment with Frau Muller."

The elderly lady nodded with a small smile. "Guten tag. I'm Frau Muller. Let me just check our appointment book," she said, and then proceeded to look through the logbook on the counter to confirm the 1:30pm appointment.

"It seems you are, indeed, our 1:30 appointment. Welcome."

"Thank you," Liesl replied. "This my father," she said, gesturing vaguely towards Georg who stood a little stiffly behind her.

"Ah yes, good day to you, Herr Von Trapp."

"The same to you, Frau Muller" Georg replied, eyes back on the mannequin he was studying moments ago, with a white silk number draped off the shoulders in a rather seductive way. He cringed to think of Liesl choosing a dress of the sort, which was the precise reason he came with her. If Max came, or heavens, even Elsa, Liesl surely would have been given free rein and she would end up with a gown that looked more like undergarments than anything acceptable for polite company.

"My assistant will be right with you," Frau Muller explained shortly. "She's been doing most of the designing for our young clientele. I'm afraid I dress the mothers more these days," she said a little self-deprecatingly.

Frau Muller certainly had had her heyday, but with the vast changes in fashion, and America creating motion pictures that reached even the smallest towns in Austria, it was difficult for her conservative sensibilities to design anything more than the proud mothers would wear.

She gestured for Georg and Liesl to take a seat on the plush green settee. Liesl bubbled next to Georg, unable to contain her excitement. It was both nerve-wracking and endearing, Georg couldn't exactly blame her.

The doors to the backroom opened, and out came Frau Muller's assistant, a young girl with golden blonde hair set only just neatly in a low bun, eyes blue and all too familiar, it made Georg's throat dry.

"Fraulein Maria?" Liesl had half-asked, half-exclaimed, jumping from her seat and rushing to the counter. "Is it really you?"

Maria looked between Liesl and the Captain, who sat stark still on the settee in shock.

Maria blinked.

Once.

Twice.

And then gave them an apologetic smile.

"Fraulein Von Trapp?" she asked tentatively, checking the logbook to make sure she had the name right.

Liesl's brow furrowed in confusion, her eyes studying Maria. "Well, yes. I'm Liesl."

Maria nodded, looking up from the logbook. "Liesl Von Trapp, I see it. It's a pleasure to meet you. My name is Maria."

Liesl gawked while Georg slowly came to his senses and carefully walked over to the counter.

"Maria?" he asked, tone mirroring the confusion on Liesl's face, eyes studying the blonde woman in front of him carefully. It couldn't be, and yet it was. The same woman he had loved in secret for the last two years, now standing in front of them, a look of innocence written clearly on her face.

"Yes," Maria replied. "And you must be Herr Von Trapp. Liesl's father? It's unusual for fathers to come with their daughters to these things. We usually have mothers, or grandmothers, or even aunts and older sisters. This is certainly a first," she chuckled lightly.

Georg and Liesl exchanged a confused glance, but it was Liesl who recovered first. "Fraulein Maria, don't you remember?"

Maria's brow crinkled in utter confusion. "Remember?" she asked, tone almost beseeching for some clarification. "Do we know each other?"

"I'm Liesl," she said again, earnestly, blue eyes reflecting profound perplexity.

"Oh, my dear," Maria seemed to say under her breath, casting the pair a sincerely apologetic look. "You must forgive me. I was in an accident, you see, about a year ago," she explained, pointing vaguely to her head to signify an injury. "I can't remember anything from before that."

AN: Yes? No? Let me know, maybe? I don't intend for this to be very long, and I do hope to improve myself as a writer as I go through this and all the other plot bunnies in my head. Hope you stick around long enough to see where the story goes! If you didn't guess already, the title is from Taylor Swift's All Too Well.

Love to all!