Steve's first instinct upon entering a room was to gain an impression of its size, decorations, and anything that could be dangerous or interesting. As a soldier, he'd spent years entering areas with potentially important insides, and he'd always done this to remember as much as possible. The formula had improved his memory, and he could note the general location of most things with just a glance. This instance was no different; his eyes roved over everything before finding a resting place. The white tiled floor with several gray rugs and patterned light green-gray wallpaper gave the room a soft atmosphere, and the window, surrounded by yellow curtains, cast shallow light where it could. A television sat on the wall to his left, its screen black, and underneath it rested a small set of shelves, each laden with pictures of Eleanore and people Steve assumed were family friends. A full bed sat on the other side of the room, its bedspread matching the curtains in yellow roses backed in white. Two end tables guarded its head, and Steve saw more picture frames there. The overhead light was on, and it was attached to a black ceiling fan, which was moving slowly. Lastly, an open, white sliding door revealed hanging clothes in a small closet to the bed's right.

The sound level in the room seemed to drop at Steve entered, but that could have instead been the blood rushing in his ears and canceling everything else out. His eyes finally settled on the three women in front of him and the dog lying near the bed. All were staring back at him, but Steve's gaze was drawn to the pale, wrinkled woman in a wheelchair, who wore a red robe and brown slippers. Her hair was white with age, and her eyes had faded to gray, but Steve could see Peggy in every feature. She sat to the left of a woman who looked like an older version of Eleanore, and Eleanore stood between them. Peggy was staring at him, going paler by the moment, an expression of shock fixed firmly on her open mouth, wide eyes, and raised brows.

Is she going into shock? The thought crossed Steve's mind as Eleanore's hand laid gently on Peggy's right arm.

"Mom, I'd like to introduce you to Captain Steve Rogers." Her voice, though quiet, carried to every corner of the room and bounced off hard edges. "Steve," she said, causing his eyes to glance quickly at her. Her dark hazel gaze held his, and he shifted for the first time since entering the room. "I would like you to meet my mother, Lydia Engman."

Steve stepped forward, holding out his hand. His body seemed to have remembered the polite courtesies, even if his mind was completely elsewhere. "Ma'am," he heard his voice say, "it's a pleasure to meet you."

"It's an honor, Captain Rogers." Lydia Engman stood and shook his hand, and it was then Steve noticed the frailty in her limbs. She wore a simple green t-shirt with jeans, her feet encased by bright pink shoes. Her eyes were the same color as Eleanore's but the shape was slightly different, and she was a couple of inches shorter than her daughter. If Eleanore had been starved for a week and aged thirty years, she would look like this. Lydia's voice and manner were just about the same, though. Soft and strong and familiar, Steve felt like he was talking to a friend.

"And I believe you already know Peggy," Eleanore turned him back to his main focus. Steve saw that Peggy was silently crying, tears working their slow way down her cheeks uninhibited.

"Is it really you?" she asked, reaching out with both hands. "You're alive? You came back!"

Steve was vaguely aware of Eleanore and her mother leaving the room, the dog following the, and the door closing. It all happened in a matter of seconds, and he decided to save his thankfulness for later. His lips turned up in a slight smile, as he took Peggy's hands in his own.

"I couldn't leave my best girl," he said, his own tears held well at bay. "Not when she owes me a dance."

At this, Peggy laughed tearfully and pointed to the chair recently vacated by Lydia Engman. "How is this possible? Howard searched for you for years. We thought the ship sank, but when nothing turned up on the ocean floor, we knew the ice must have swallowed you." She paused, clearly waiting for him to explain. Her eyes stayed on his face, never wavering as he shifted and began to speak.

"It was the ice that saved me," he began, and explained what the scientists at SHIELD had told him. How the temperatures froze him so quickly, and the serum worked so well, that he was kept alive for seventy years as the world aged around him. How he was found by a search team as they explored the Arctic, and how he was brought back, still asleep, to America. How he'd awoken and how SHIELD had tried to 'gently transition' him into the modern world.

At this, Peggy laughed aloud, her tears forgotten as his story had progressed. "They always mistook you for all brawn and little brains," she said. "Well, most of the time. When it suited them."

"Hey, it worked to my advantage sometimes," Steve protested, grinning widely. "Remember that barkeep who wanted to overcharge us for the drinks?" They both laughed at the memory, and Steve felt like he had a bit of his life back.

They continued that way for an uncounted time, the gray sky unchanging, the rain and laughter coming and going in shifts. Steve heard from Peggy most of what he'd missed out on. Her struggles after the war, the starting of SHIELD, and her triumphs over Hydra. She told him stories of Howard that made Steve blush and laugh in turns, and he felt only a brush of sadness as he remembered the shorter, louder man's way with women and science. Peggy also told Steve of her husband and children, pulling a pocketbook of photos from the pocket of her dressing gown. Steve noted the man's obvious love for Peggy in every candid image, and her obvious happiness with him and her children, even as she fought Hydra throughout the years. She described memories of time spent with her professional and personal family, and even named Maria Hill as one of her favorite agents and trainees.

"And Lydia and Eleanore are like my own family," Peggy said fondly, showing Steve a photo of all three of them that looked very recent. Eleanore looked a bit younger, Peggy was laughing, and Lydia lacked the careworn appearance she'd had when Steve met her. "They even joke that Eleanore looks like me," Peggy chuckled quietly for a moment. "But she looks completely like her mother, and grandmother before her. Sandy is one of the… well," Peggy frowned and pursed her lips in apparent confusion. "Rather she was one of the bravest women I have ever known." She was quiet, staring at the wall lost in her memories.

"Sandy was Eleanore's grandmother?" Steve asked after a moment.

"Oh, yes." Peggy appeared back to normal, and Steve hid a sigh of relief. "And now little Eleanore has grown up to show you around these modern times."

"Yes," Steve replied. "She must have learned from the best."

"Oh pish," Peggy shook her head, coughing a little. "She's a wonderful girl. Make a friend of her, Steve. She'll not let you down."

"Yes ma'am," was all Steve got out before there was a knock on the door of the room.

"Come in," Peggy called, coughing again quietly.

"Hi, it's us," Eleanore entered, trailed by her mother and the dog. Steve rose from his chair and stood to the side. "Have you two had a good time?"

"Yes, it's been wonderful," Peggy answered, smiling brightly at Eleanore. "Have we kept you long?"

"Not too long," Lydia spoke up, making her way over to the chair Steve had vacated, sitting with a sigh. "We ate in the cafeteria with Mary and David, then we visited with Marcy, then we watched part of a soccer game with a group in the sitting room."

"Germany won against Spain," Eleanore added, sitting with a whoosh on the bod, one leg tucked underneath her, the other dangling to the floor. Jet sat at her side and eyed Lydia, then Peggy, then Steve with what appeared to be calm appreciation. Steve hadn't seen the dog happy before, and he guessed that having Eleanore reunited with her mother must be like having the whole family back together for a little while.

"So Captain Rogers," Lydia spoke from Steve's side, and he took a step away to turn and look at her and Peggy more clearly. "Eleanore tells me you're moving into the Ryan's old apartment?"

"Yes ma'am," he replied politely. "But please call me Steve."

"Then call me Lydia," she smiled at him, and Steve was hit again with Eleanore's uncanny resemblance to her mother.

He noticed it even more as they conversed together, getting more comfortable as time went on. It came out most when they were emoting. At first glance, they looked as similar as most mothers and daughters, but when one or both of them smiled, laughed, or rolled their eyes, they could have been the same person at different stages of life.

The conversation steered away from history and sports, and Steve found himself hearing embarrassing stories of Eleanore's childhood that had everyone laughing and smiling. Then Peggy asked Eleanore how school was going, and she described people in her class, her professors, and even the material to some degree. Steve was able to keep up with her terms and phrases for the most part, and he enjoyed hearing in-depth discussions of how teaching was taught, and how Eleanore was learning about human communication from every possible angle.

Then they began asking him questions about the war, and Steve told them all the bright tales he could think of. Peggy asked him to tell about his first rescue mission: the 107th in German-occupied territory. Steve glossed over the gory parts, but he related how each member of the company had helped each other make it back to base with pride. They hadn't lost a single man after leaving the base. Eleanore asked how loud planes were in the 40's, and Peggy laughed and mentioned how Steve had yelled his superior rank at her over the sound of rotary blades before parachuting into the darkness. Steve smiled at each memory, and added more stories to the pile, wanting to contribute to the conversation as much as he could. To their credit, Eleanore and her mother appeared to listen to very detail, asking questions without restraint and seeming genuinely excited by the things he told them.

Steve noticed as time passed and conversation flowed that Peggy gradually quieted. She still smiled and seemed interested in the conversation, but she had little to add, and sometimes her coughing took on a serious tone. Eleanore set a glass of water beside her on a small rolling table, and this helped, but Steve could see that Peggy was flagging. He was reluctant to point this out, and even more reluctant to leave, but he knew that the end of this visit was creeping up on them as each second passed.

It came in an unexpected form, however. One moment, Eleanore was describing a person from one of her classes to them, comparing them to Dum Dum Dougan, when Peggy suddenly made a choking sound and fell into a coughing fit. This was different from the others; the coughs were violent, hacking sounds that lasted and built on each other. Steve immediately rushed forward and tried to place the glass of water in Peggy's hand, but it was no use— she was shaking for too much to drink anything.

"Here," Steve felt a hand on his arm, and Eleanore was gently moving him aside and placing herself in front of Peggy instead. She put one hand on the elderly woman's shoulder, and the other hand's fingertips on her collarbone. Eleanore breathed in deeply, and sighed, letting her shoulders drop. Steve saw white light dance across her fingers where they rested near Peggy's throat.

"Steve, get the door please." Lydia was standing, placing herself between her daughter and the open doorway. Steve was closer, just to the side, and it would be difficult to reach the door around him. "Now," Lydia's voice was urgently quiet, and Steve realized that Eleanore's powers would draw unwelcome attention if they were seen. He quickly and silently shut the door.

Peggy's coughs had died down when he turned back, and she sat with her head bowed while Eleanore murmured reassurances to her.

"That's great. Deep breaths, just like that." Steve hadn't heard Eleanore's voice like this, and he watched as an attitude that was part motherly, part caretaker took over her demeanor. "Good, okay. Can you take a sip of water now? Here you go," Eleanore lifted the cup to Peggy's line of sight, and the older woman lifted her head to take a drink. Her eyes caught Steve, and he gave her a weak smile. She stared, making no move toward the water.

"Peggy?" Lydia asked, just as Eleanore said, "Oh, no."

"Steve?" Peggy's voice broke and tears welled in her eyes.

"Yeah, Peggy. I'm still here." He tried to speak comfortingly. That coughing fit must have hurt.

"You're alive?" Peggy's voice was riddled with incredulity and happiness. Steve's stomach dropped at the sound of it.

"Yeah, Peg." He forced a small grin, walking forward a couple steps. He stopped, not knowing what to do, looking to Eleanore. She motioned for him to come no closer, then turned back to Peggy, putting both hands on her shoulder.

"It's been so long, Steve…" Peggy trailed off, her muscles relaxing and her eyes drifting closed. She let out a soft sigh, and opened bleary eyes to train again on Steve. "I'm so tired now."

"It's OK," Steve said gently. "I'll see you later. I'll still be around. I promise."

Peggy smiled at him, her eyes finally closing completely. She looked so peaceful, like she had no idea what a hole she'd ripped again in Steve's heart. He knew it was the disease that caused this, but he still hurt all the same.

"I'll take her back to her room," Eleanore said quietly, moving behind Peggy and pushing the wheelchair forward.

"I'll get nurses to put her to bed," Lydia said, moving past Steve to open the door, moving into the hallway ahead of her daughter and friend. Steve heard her voice calling a nurse, but he let himself ignore it as Eleanore left the room with Peggy.

She tried to warn me, he realized, looking out at the rain. Not much else occurred to him, other than the consistent ache in his heart. His mind kept replaying Peggy's coughing fit over and over, trying to pinpoint the moment she forgot about him.

What use is it? He shook his head, looking at his black shoes and scoffing. I knew it could happen, and I let myself forget.

"Hey," Eleanore's voice pulled Steve from his looked at her, noted her dark hair, her gold belt buckle, her concerned expression. He took in her appearance; young, healthy, and full of life, if a little tired. Her raincoat was open, revealing a red shirt that was almost long enough to be a tunic. It looked well on her, and reminded Steve of Peggy's red dress from the pub when he'd recruited the Howling Commandos. She'll end up as old as Peggy, if she's lucky, he thought. But time will hurt her just as much. I'm the one left unchanged as my friends age around me.

"Steve?" Eleanore moved to stand in front of him, her eyes searching his face. The dog walked into the room, her silent shadow. "Mom's sitting with Peggy while they giver her cough medicine. I said your goodbyes. We can come back later, but let's go now, okay?"

Steve jerked his head down once, which was all he felt like managing at the moment. Eleanore nodded back, smiling soft reassurance before retrieving her purse from beside the bed and heading out the door.

Steve turned, took a deep breath, and followed.