Notes:

This begins in late August 2015 after the fall of SHIELD in Captain America: The Winter Soldier. Age of Ultron and Civil War never happened and mutants exist. Thor: The Dark World has not happened. It leads into the second season of Agents of SHIELD but deviates after the midseason finale. Hawkeye doesn't have a secret family and Tony did NOT get his arc reactor removed at the end of Iron Man 3. Pepper was not cured of Extremis (don't worry, she's fine) I made a guess at Dum Dum's age and made it work for me, same with Peggy. Hydra has their hands in everything and Victor Von Doom is a punk. The BAU of Criminal Minds exist in this universe. Coulson has previously revealed to the Avengers he's alive.

Steve POV

Steve Rogers, at the ripe age of 97 had accomplished many things in his life. He'd gone from a skinny sickly kid from Brooklyn to Captain America. He'd fought Nazis and their even more evil counterparts, Hydra. He'd nearly sacrificed his own life to save NY, thinking as the plane plunged toward the Arctic Ocean that even though he'd never get to that date with Peggy, at least Hydra was defeated.

He'd been wrong about many things in his life too. He hadn't died like he thought he would and apparently many other assumed. He went from seeing nothing but white and hearing Peggy's voice to that fake SHIELD room and then a very different New York City. He went from 1945 to 2011 in the blink of an eye. He hadn't defeated Hydra but forced them to hide and go underground like the snakes they were. He had never thought of anything like aliens but they were real. Thor and Loki and the Chitari. He didn't see Howard Stark as the kind of man to settle down, but he had and his son was very much like him in many ways he would never admit. He'd thought Bucky had died when he fell from the train. He'd thought Agent Coulson had been killed by Loki.

He'd been forced to help destroy SHIELD in order to defeat the plans of the Hydra agents within it. With Natasha's actions, there were no more secrets, even for her. Every agent was exposed, both sides. Many people had died because of that exposure. Now they were trying to rebuild SHIELD from the ground up with the Avengers as the core. Coulson had a hard road ahead of him and Steve was trying to help as much as he could. But, his public persona didn't exactly help when it came to secrecy. Apparently he had an entire line of merchandise dedicated to him.

As much of a trained assassin as she was, Natasha was also quite good at reading him on particular and had confronted him about his guilt in helping to destroy SHIELD and feelings that no matter how hard he fought, evil remained. She'd encouraged him to take a trip to California to a college class taught by a friend of hers, a former SHIELD agent who had left active service to become a professor. Apparently her specialty was history and historical profiling with a focus on the Civil War and World War 2. It went without saying that she was probably an expert on the history of SHIELD. Natasha thought it might give him some perspective, to see things from a different point of view rather than just his own.

Walking around the campus, he felt more nervous and awkward that he had since before he'd been made a supersoldier. He'd fought Nazis and aliens but had never gone to college. Would they be able to tell? He'd worked on his attempt to blend in, Natasha emphasizing that just a flannel and hat wouldn't be enough in a world with so much media. With some effort, his body language was much more relaxed and a pair of fake glasses helped. He felt naked without his shield but had managed to leave it behind since it wouldn't exactly fit in his backpack.

He made his way to the class, triple checking that he was in the right room and took a seat toward the back. If this friend of Natasha was a history expert and a former SHIELD operative, then there was the chance she would recognize him. Hell, with the internet, there was a chance a few of these kids would recognize him. He hoped they wouldn't.

The class filled up quickly and went quiet as a petite woman took to the small dais that the auditorium of seats near surrounded that included a large desk and lectern, a white board behind her. She was dressed rather casually in a pair of fitted jeans and a loose flowing top and already he assumed that she wasn't the kind of person to waste time on appearances when they didn't matter. From her coloring, he wondered if she was Native American, having learned the term Indian could be considered offensive, like everything else these days. He wondered if she'd worn her hair that long as an agent. She seemed athletic, no doubt habits from SHIELD were hard to break, there was no slouching, no wasted movement.

A moment of preparation and she moved forward, looking up at the class. Now he could see why she didn't waste time on looks, she didn't need to. She was beautiful in a real natural way, not the over made up look that seemed to be popular now. Thanks to the serum, even from the back he could see her shockingly bright blue eyes that somehow seemed familiar. He was also familiar with the fact that she was scanning the room for threats. He'd seen that same look on Natasha's face. No doubt it had been seen on his. Some habits you never broke.

"Good morning. My name is Dr. Holly Dugan and this is History of World War 2 European Theater." A breath. "Before I go into the syllabus for this extended class, how many of you are here because I was involved with the agency known as SHIELD?"

Steve was impressed with how controlled and almost bored she was with the question. There was no denying or hiding for her. Of course, her last name was Dugan, was she related to Dum Dum? He'd decided not to look her up before going to the class. No preconceived notions that way. It would be a strange coincidence if she wasn't. The class was silent.

"Come on, I know at least a few of you, gave up a few more weeks of your break, to see the real life spy. Of course you'd be wrong. I don't like the term spy, it makes it sound like what SHIELD did was something to be ashamed of. It wasn't. SHIELD protected and saved many lives and many nations, all behind the scenes. I was mostly an undercover operative and technically even though SHIELD is currently considered non-existent, I still am an operative. I consult from time to time. Yes, it is true what you read online about me. Mostly. Yes, my family helped start SHIELD. Yes, I have 3 black belts. Yes I am an expert in sword fighting. Yes, I have killed people."

She let that sink in before she took another step forward and then stood at parade rest, hands behind her back, eyes looking over the students. Had her SHIELD training included time in the military? The look on her face as she looked over the students made him think of the day he met Peggy. Strange. "If you are in this class thinking that I will entertain you with stories of political intrigue and violence, please drop this class because you will fail. Stay and I promise you that you will earn your grade through the hardest work you've done at this University. I do not accept excuses or whining. You are here to learn and I will make sure of that, fair warning. Now I'll entertain a few questions so we can get them out of the way."

Hands shot up. Dr Dugan pointed to a girl who stood up. "Dr. Dugan, is it true you are related to a member of the Howling Commandos? The team Captain America fought with in World War 2?"

"Yes, it's true. My uncle was Timothy Dum Dum Dugan." With that, she flicked her wrist and a screen appeared from nowhere though there was a slight glow from something on her wrist. Interesting. She had access to technology that looked like Stark created it. He couldn't help but smile at the picture that was on the screen. There they were, like it was yesterday. The picture had been taken by Peggy around 1944. He was in the center, in fatigues, his arms around Bucky on his left and Dum Dum on his right, wearing his bowler as always. It was strange to think that life seemed simpler then, even right in the middle of a world war.

Dr. Dugan pointed to Dum Dum. "I was barely 10 when my uncle passed but he told me many stories about his adventures as a Howling Commando and of course of Captain America who he only ever referred to as Captain Rogers. In this class we will discuss the impact of Captain America on the war and on our national history. But it is important to remember that all the people we discuss, including Captain America were living breathing people. And of course, I mean that in the current sense for Captain Rogers. I will not accept any disrespect for these heroes, alive or dead."

Steve felt his heart break a little, even though he had known Dum Dum had passed around 1990 at the ripe age of 80. He'd vaguely known about a younger brother who was a few years younger than Steve was, fighting in the Pacific. This young woman was his daughter? He would have been well into his fifties when she was born. Then again, he was 97 and looked almost 30, so he guessed he couldn't talk. He was curious as to how he would be discussed. Since there were no secrets anymore, was everything up for discussion? Coulson had briefly mentioned that he was in history books, he'd just never looked to see what was said. Part of him was afraid to look. Would they just focus on him and forget everyone else or would they make him out to be some kind of cartoon gimmick? He appreciated that Dr. Dugan made the distinction between himself and the man with the shield.

Another student stood to ask a question. "Do you know Captain America and the other Avengers?"

With another flourish of her hand, the screen expanded to several, each with footage of an Avenger during the Battle of New York. A few of the students cheered. He adjusted his cap and slunk down in his seat a bit, really hoping not to be recognized. He had been amazed that the battle had been so well documented thanks to nearly everyone having a cell phone and taking video even in the midst of an alien invasion. That was New York for you.

"I know a few of them, actually." A flick and the screen showing Iron Man footage took the foreground. "Iron Man aka Tony Stark. His father, along with others including my uncle and father was one of the founding members of SHIELD. He was involved with the Manhattan Project as well as the Super Soldier program that led to Captain Rogers becoming Captain America. My brother referred to him as Uncle Howard, much to his chagrin." Another flick of the wrist showed Howard in his ever popular tuxedo with a grin on this face. "Tony and my brother grew up together and I've known Tony since I was little." She moved her wrist and the footage and picture of Howard were replaced with a picture of a young Tony Stark and a young man who bore a striking resemblance not only to his sister, but to his uncle. Another image showed young Tony with a big grin on his face as he held the hands of a toddler in a yellow dress trying to walk. A few of the girls in the class commented on the cuteness of the picture.

Steve couldn't help but smile. This was a side of Tony he was sure few saw except maybe Pepper or Jarvis. It was strange Tony never mentioned his childhood friend or that little girl he was obviously enamored with. He never took him as a man good with children. Then again, from what he'd learned of Stark before the incident in Afghanistan that gave him the reactor in his chest, it was even more remarkable. What happened between this picture and that day in Afghanistan?

She flicked her wrist again and a screen showing Natasha and Hawkeye fighting took the forefront. Natasha doing a backflip onto a Chitari soldier and frying him with her Widow Bite while Barton took out the two on either side with a single arrow that split in two. "Black Widow and Hawkeye I know quite well, since I was a teenager and I'm sure you've read about them online. The three of us worked together often."

A voice spoke up from the other side of the lecture hall. "But do you know Cap?"

A wave of her hand and the screens disappeared. She seemed as comfortable with the technology as Stark was. If she'd known him since she was little, perhaps she'd grown up with Stark technology as well. "No, I haven't met Captain Rogers. I was very happy when I heard that he had indeed miraculously survived from crashing that Hydra attack jet, but I haven't met him. One last question."

"What made you leave SHIELD? Did you know any Hydra agents?"

Steve could see a minute flinch. This wasn't something she wanted to discuss. "I left active SHIELD duty roughly a year after September 11th which we now know was caused by Hydra agents within the Taliban. Yes, I later found out that a few people I had considered friends had been Hydra agents. Yes, last semester there was an attempt on my life by a Hydra sleeper cell on campus. They failed in their task. That's all I will say."

Steve knew he wanted to speak to Dr. Dugan but didn't know quite how to approach her. He'd been quick to leave the class when it was dismissed, preferring not to meet her so publicly. He made use of the computer in the library, something he was glad he'd been able to learn, he found she was also involved in a university dedication ceremony for a new World War 2 memorial that would be debuted in a few weeks. One good think about his public image is that it made people more aware of all of those who'd sacrificed during the war. Apparently Dr. Dugan had been a driving force in having the memorial created as well as raising money yearly to benefit veterans of all wars.

Again, he'd sat in the back of the theater, in a dark corner as he watched the students very accurately recreate the musical number he was very familiar with. It felt like both yesterday and years since he'd heard anyone singing "The Star Spangled Man". He wondered if somehow they had watched newsreel or something because it was eerie how exact it was. Granted everyone was in street or gym clothes but that didn't matter. His artist mind was seeing it just as he was sure it would be in a few weeks.

He was impressed as he noted Dr. Dugan directing the singers, belting out the song along with them, going back and forth, waving her hands for emphasis. She had an impressive ability to project.

He'll finish what we began!

He'll kick those Krauts to Japan!

The Star Spangled Man with a plan!

He quietly sat as the rehearsal broke up, Dr. Dugan reminding the singers and dancers that the next rehearsal would include a run through with costumes and staging. It took a few minutes for nearly everyone to leave. Dr. Dugan packed her bag and headed up the aisle toward the door, faintly humming the song under her breath. He was about to get up and say hello when suddenly there was a gun in her hand aimed directly at him.

"I don't know who you are or why you waited for everyone to leave but if you think I didn't know you were there, you are wrong. And if you think I'm an easy mark, you've made your very last mistake . I'll give you one chance to walk out of here breathing. Identify yourself, now."

He stood slowly, hands out. "I'm sorry ma'am. I'm not a threat." He moved into the light, approving at how she still had her gun pointed. "Captain Steve Rogers, ma'am." He paused, remembering that he'd been told that simply identifying himself wouldn't be enough with the technology out there to make anyone look like anyone. "Natasha said to tell you that Hawkeye still thinks your codename should be Hot Lips."

There was a pause and then she lowered her gun and chuckled. "Clint is such an ass, I swear." She put the gun's safety back on and tucked it behind her. He realized then that she had a back holster underneath her loose flowing top. Clever. She moved forward and met him as he reached the end of the aisle, holding out her hand. "Captain, sir, I'm very sorry I pointed a gun at you. You have no idea how embarrassed I am. It's a real honor to meet you."

He shook hands with the woman who was just as petite as Natasha and apparently just as dangerous. Her eyes stood out despite the poor lighting and he could see that she must have gotten the Dugan eyes and the rest from her mother. Personality, well, at the moment he could hear Dum Dum crying with laughter about his niece pulling a gun on him."Please, Dr. Dugan, call me Steve. No need for formality. I'd have been disappointed if you weren't on your guard."

"Okay Steve, but you have to call me Holly."

He nodded. "Holly then. I enjoyed the rehearsal, hope you didn't mind me watching. Brought back many memories."

"Did we do it justice?" She sounded hopeful.

"Very much so. I'd almost wonder if you'd been there. How did you get every detail so accurate?"

"Lots of research and thankfully access to SHIELD copies of film copies of performances and interviewing some of the Capettes." She waved to the stage. "I've arranged a few performances over the years to raise money for veterans. It still does just as well now in inspiration as it did back in 1943." She had a proud look in her eye and it was well deserved. "It's been a lot of hard work just the same. It'd be great if you could come to the performance. Just as an audience member, of course."

"Your work has really paid off. And barring an alien invasion or crime wave, I'd be happy to attend."

She nodded, pleased. "What brings you to California, Steve? I can't imagine it's to check out my class." She was very direct and to the point, as one would expect a former SHIELD agent to be. "Is everything alright with Nat and Clint? I'd assume that if something was wrong, you wouldn't have sat through the rehearsal."

"They are both fine. Actually Natasha encouraged me to fly out and attend one of your classes. To give me perspective I guess."

Holly tilted her head and then spoke a moment later. "I think I understand. Third to last row, fourth seat in?"

Steve blinked. He wasn't entirely sure but he wouldn't doubt she'd just named his exact seat in her lecture. "How?"

"Photographic memory and SHIELD training." She paused. "Though I'm embarrassed that I didn't immediately recognize you."

"I think you were more concerned with assessing the room for threats. And not having any expectation that I would be there. I'm assuming you have a way to scan for weapons?"

She nodded. "It's a habit that you never get rid of. It comes in handy, given most men underestimate me for being a woman and especially since everything with those Hydra snakes lately. Tony gave me some tech that alerts me if anything that could be a potential weapon comes into the lecture hall. That is, anything majorly dangerous. It's not hard to figure out what student would be most likely to carry a gun or have reason to. And of course he has Jarvis do background checks since SHIELD capabilities are very limited as they rebuild." She waved her hand dismissively. "I don't ask him to do it but he claims my brother would want him to keep an eye on his honorary little sister agent or whatever."

Steve leaned against one of the seats. "I thought Stark didn't know about SHIELD until after he created the Iron Man armor?" He searched his memory for what he knew about the billionaire. "He knew his father had played a part in the Supersoldier program but didn't know until recently about his part in beginning SHIELD."

Holly nodded, sitting on the arm of a seat on the other side of the narrow aisle. "That's right. He was not very happy when he found out, believe me." Her eyes dropped to her clasped hands against her crossed legs. Steve could only imagine what the somewhat mercurial billionaire's reaction had been. "Tony has major trust issues to begin with and it was a bit tense for a while. But he's come to grips with it now and strangely seems more protective of me."

"I'm sorry, it's just he's never mentioned you."

"No, he wouldn't. Since everything with Iron Man, he thinks it's better if less people knew that there was someone he cared about out there. If they don't know about me, they can't target me to get to him. Despite the fact that there are no doubt people out there who would use him to get to me, but he doesn't see it that way. Always the pseudo-big brother."

"Was he different when you were little? He's very..." Steve waved his hand, at a loss for words to describe Stark. He didn't want to say something insulting by accident. He wasn't completely sure of their relationship or how close they were.

"Obnoxious? Egotistical?" Holly laughed. "Actually, he's always treated me different than most everyone else except maybe Pepper, Happy or Rhodey. He hasn't had it easy, even with the money and the fame. He has a tendency to overcompensate. His father wasn't much of a father to him, my father was more nurturing to him than Howard ever was. But again, I'm sure he's never mentioned my father or my brother, Eddie to you either. He's still mourning them."

"I'm sorry, I didn't know. Were they killed during SHIELD's fall or the Battle of New York? I'd assumed the fight didn't leave Manhattan or know any local agents were in the fight."

She raised an eyebrow. "You can tell I'm a native New Yorker?"

He nodded. "I'm a Brooklyn guy. I can hear the Queens accent."

She shrugged. "I guess the girl can leave New York, but the New York doesn't leave the girl."

That made him think about something she'd said in her class, about leaving active duty after September 11th. He remembered being horrified when he watched the footage of the attack and intensely angry later when he learned of the connection to Hydra. "Oh no. They were killed in the terrorist attack?"

She stiffened almost imperceptibly and nodded. "Yes. My father had been off active duty for years when it happened but when the first plane hit, he joined my brother and other SHIELD agents who were called to help." She swallowed, looking away toward the stage. "I didn't find out till a few months ago that the order for them to go in was from a Hydra agent. We lost 30 agents because of that order. Which I guess was what those Hydra bastards wanted."

"I'm very sorry for your loss. It sounds like he was great man. I remember Dum Dum talking about his brother a few times, worrying about him in the Pacific. He said that as soon as we were done with Hydra and the Nazis, we'd head over there and help out. He always referred to him as Baby Liam."

Holly looked back to him with a smile. "Yeah, that was Uncle Dum Dum for sure. I was just a kid when he passed but you should know that he always talked about you and he was convinced that you weren't killed when you crashed the plane. He never gave up on believing you were alive. Just like Howard or Aunt Peggy."

He was startled. "You know Peggy?"

Holly looked at him like he grew another head. "Of course I do. I've known her my entire life. She was in the room when I was born. She's the only mother I've ever known." She paused to explain. "My mother had been a SHIELD agent and was killed by a KGB agent when I was very small, just before I turned 2. Ironically, the agent had been one of the ones that had trained Natasha as the Black Widow. And Natasha ended up killing the bitch years later. Peggy stepped in to help my father who knew nothing about raising a little girl."

Steve shook his head. "Just when I thought the world had gotten bigger when I was in the ice, it seems to get smaller with everything you say."

Holly shrugged. "Guess that's a sign of a good history professor. Make everything relatable."

"Have you had issues with the fall of SHIELD? With your identity public, has there been any threats? You mentioned a Hydra sleeper cell?"

"A few, though I never really hid my identity. When everything went down, I was enroute to Washington to protect Peggy. Her resident community is really an old folks home for SHIELD agents and thankfully, Fury staffed it only with people he trusted." The relief was clear on her face. "But after the information was released to the internet, well, it gave me a fair bit of unwanted attention, partly because my family helped start the whole thing. I took care of it. Tony made sure that my house is as safe as Fort Knox and even offered to create a specialized Jarvis controlled Iron Man suit to act as a bodyguard. Hell, he flew here in the suit right after the information leaked of an attack but arrived after the cell failed. But I was practically born into SHIELD. I began self defense practically before I could walk. I'm fine there."

"Is that why you left?"

She nodded. "Partly. When Dad and Eddie died, I realized that I didn't want to die and have lived my life in complete secrecy. I was tired of constantly feeling like I was living in a minefield. One misstep and I'm dead or one misstep and others die. I wanted to live for myself."

"You could have just been an analyst."

"I couldn't send someone out to do a mission without sharing the risk. It's not how I was raised. I help where I can, but it's pretty much on a consultant basis."

Steve nodded. "I understand."

Holly smiled. "Yeah, Uncle Dum Dum always told us how stubborn you were about getting into the army before you were in the Super Soldier program. How many false identities did you create?"

He rolled his eyes at her teasing, remembering how Bucky had teased him for being so desperate to join that he claimed he was from Jersey. "Enough. I wanted to do my part."

"Something about not liking bullies, right?"

"That's right." He rubbed at the back of his neck. "I know we just met, but it's nice to talk to someone who isn't screaming about how much they love Captain America or is trying to kill me. You know about the war, not many people really do anymore, it seems. Would you care to get a coffee or something?" Inside he was cringing at how awkward he sounded.

Holly gave him a brilliant smile and he could definitely see the Dugan mischief in her eyes. She was definitely going to be trouble that he would look forward to. "That would make my century, Captain."