Sharon Carter feels like she's going to throw up.

All she's wanted since she was a little girl was to be like Great-Aunt Peggy. She'd been raised hearing stories about her: the woman who had helped take down HYDRA, helped save the world alongside Captain America.

She played at being a spy when she was a little girl, chasing down the other kids on the block and calling them HYDRA goons. She made up stories, acting out the epic adventures of Peggy Carter, Captain America, and the Howling Commandos with her toys. She'd learned to shoot, learned to crack outdated codes. She even learned how to apply her lipstick perfectly-ignoring her mother's warning that fire engine red lipstick looked trashy.

Great-Aunt Peggy had worn it, so could she.

But now she's about to enter the S.H.I.E.L.D. academy-after three failed turns to get in, she'd finally been accepted after submitting a project on counterterrorism tactics in the digital age and how federal law would have to evolve to protect the constituents. She's here as Sharon Miller, she's still recovering from the shock of finally being accepted, and she's going to hurl.

She could have used family connections to get in. Legacies existed for a reason, and if they'd known they were turning down the great-niece of a founder, the applications department would have been canned immediately. But she wanted in on her own merits, so she'd applied under her mother's maiden name.

It just took a few tries to get it right. And this would set the course of Sharon's entire career at the academy.

Two years is a rough goal, but she wants to match Melinda May and Maria Hill. Sharon piles on the coursework that first semester. She spends long nights in the library and tells herself that short sleeping hours will toughen her up when it comes to working in ops.

She fails three of her classes.

It takes another rough semester-more sleeping, less library, but also less social life-to scrape her grades back up to snuff, and then a summer of making up her failed classes before she gets the message. The academy is tough. If she wants to do this, she needs to be able to handle it. But to handle it, she needs to step off a bit.

Her two year goal winds up being five. Every day she passes the portraits of Stark, Phillips, and Great-Aunt Peggy: startled, stern, and encouraging. It's odd, but Sharon makes it into a mantra for herself: allow yourself to be startled, but handle events sternly and never forget encourage your fellow agents.

Even when she prefaces it with "This is a little bit weird, but…", she still gets odd looks from her classmates. But it works for her.

Sharon graduates with honors. She's seen many of her classmates come and go before her, but she put in the time and the work and has made her family proud.

Great-Aunt Peggy insists on being the one to hand her the diploma-and her Triad invitation. "Steadfast and strong perseverance in the face of the enemy-we take all kinds," Peggy tells her with a wink.

Sharon almost cries right then and there. She holds it in until they have a quiet family moment after the ceremony.

If the academy was rough, the Triad and working for S.H.I.E.L.D. are like sandpaper, but now Sharon is prepared. She's developed shortcuts during her time at the academy, tricks to help her learn faster. The matrons in the Widow Ops classes note her observance, her thirst for success and to prove herself. "You'll need that," one notes in her weekly feedback report.

Sharon is twenty-four. She's not Maria Hill, with the rules and the plans and sitting at Fury's right hand. She's not Melinda May, bravery and glory shrouded in quiet mystery. But she's good at what she does. She's an expert marksman, never missing a shot. She's good at following orders, but she can recognize faults and make assessments on her feet to readjust ops.

But it's her covers-her abilities to weave stories around herself and make them true-that catches Nick Fury's eye.

"It's genuine," he tells her in the meeting that makes her feel like her bones are going to dissolve. "I've been trying to figure you out for weeks, but damn if you can't fool a man six ways from Sunday. How's your disguise tech?"

Sharon finds her voice. "Generally not good, sir. I work best if I'm just me."

"Hmph." Fury sits back, his fingers steepled in thought. "You're a damn chameleon, Agent Miller."

She feels heat rising in her cheeks. "A-actually, sir…"

"No, I know. You think I got to where I am being a fool? You're Carter's girl, all right."

"Yessir."

"Knowing that I know this, does it make you want a new title any less, Agent Carter?"

Sharon looks up at him with confusion. "I don't understand, sir."

Fury gets up with a sigh, and paces over to the holo-wall. Since Tony Stark had begun freelancing for S.H.I.E.L.D. a few months ago, all of the tech in the building had undergone a serious upgrade. She'd heard a rumor that the first time he'd stepped into the Triskelion, he'd walked right back out and refused to come back until everything was upgraded. She wasn't sure if she believed that.

Now, Fury decrypts a file, and brings up digital paperwork that makes her mouth drop. Fury turns and crosses his arm, regarding her carefully. "We've been looking for an Agent 13 for a while now. Last one decided it was finally time to retire. She's in her nineties now, I suppose it's fair. Recommended a young woman to me, someone who was having some trouble finding her place but had a good heart. A heart that was in the work, that was willing to work."

Sharon has to look down, now. Fury continues, "I've read your files, Carter. You sure screwed up a lot at the academy, and a not insignificant amount when you first started as an agent. But you got better. You learned your lessons, you fixed your mistakes. Hell, I'd take seven of you over one of my arrogant asshats who thinks he's God's gift to mankind."

"Thank you, sir," Sharon says quietly.

Fury 'hmph's again. "I've said nothing that needs thanking, just the truth."

"If I can ask, sir… What exactly does Agent 13 do?"

She's not sure if the sound Fury makes is a laugh, but his mouth twitches and he nods a few times. "Whatever the hell she wants to do."

Sharon is twenty-five when Steve Rogers is pulled from the ice. Great-Aunt Peggy's mind is starting to fail her now, so the news doesn't take. Sharon can't even arrange for a visit-will it help him relax? Will it set him off?-before there are aliens in New York City. She doesn't even catch a break after that, because then Tony Stark is blowing up all of his tech in Florida and the vice president is being arrested for treason, and then Steve Rogers moves to Washington to work for S.H.I.E.L.D. full time with Natasha Romanoff.

Director Fury slides her an envelope one afternoon about a month after Rogers becomes a familiar sight in the Triskelion. It's an address and a key and a packet of information about her new cover. "I need you to keep an eye on him for me," is the only thing he tells her, and she figures the rest out on her own.

As she's putting together her new cover, in her new apartment across the hall from Captain America, she learns from Great-Aunt Peggy's nurse that he visits her three times a week. She can't introduce herself to him now, but the knowledge makes her treat him even more kindly than she already would have. It even helps her keep calm when Natasha Romanoff herself shows up at her doorstep one day, pretending she's a canvasser for the upcoming election.

But she's seen the way Natasha watches out for Steve. Sharon knows it's just Natasha's way of making sure he's all right at home, just like she knows about every time Natasha picks the locks on his doors or slides in through the windows when he's out. She doesn't think they're sleeping together, but she can't figure out what else they might be doing either. But Steve's in no danger from Natasha, so Sharon leaves it alone. The more people keeping an eye on him the better.

Great-Aunt Peggy's getting sicker, and Sharon divides her time between family and work. Ultimately, she blames her own distracted mind when Nick Fury is murdered ten feet from her doorstep and the whole world goes to hell.

But she knows one thing: Steve Rogers and Natasha Romanoff were right to do it. She managed to send out one last message before everyone went to ground: that S.H.I.E.L.D. was corrupted, get out while you still could.

She's too much of Peggy Carter's niece to want anything to do with a HYDRA organization.

So Sharon packs up her apartment and moves across town, takes her chameleon and sharpshooting abilities to the CIA, and rejoins the fray.

Because that's what Peggy Carter would have done.


Thank you for reading. Reviews are always welcome.