Steve POV
Steve was startled when the door to his apartment burst open and it was lucky his shield hadn't been in reaching distance. He turned to see a distraught looking Holly, out of breath. "Holly? What's wrong?"

She shook her head. "It's Peggy. We...we need to get down to DC. She's...they think she's getting close to the end. Maybe in the next day or two. Maybe sooner."

That felt like having ice water thrown in his face. The end for Peggy? She was dying? How could that be? She was fine the last time he saw her, hell he'd just spoken to her the other day. She'd been full of happiness and jokes on Holly's birthday just a couple weeks ago. She sounded fine. She'd lived so long already. "Are...are they sure?"

She nodded, her lips forming a firm line. "She asked for us Steve. You and I. She wouldn't do that if she didn't have a feeling of it herself. Natasha's going to fly us down in the QuinJet. We can be there within the hour. Grab your go bag. We need to hurry."

He gulped and jumped to his feet. "Okay. Okay." He went for the bag that he kept packed under the coffeetable. He didn't require much and he still had a few things in his old Washington apartment if absolutely needed. Peggy couldn't be dying. Maybe she was just lonely or had panicked over something? That wasn't really like her, but then again, he'd missed out on 70 years. "I'm sure she'll be just fine when we get there." Was he saying that for her reassurance, or his own?

She bit her lip and looked very young in that moment. He saw actual fear, something he hadn't even see in Bavaria when she'd been in the grips of the Doombot. "I hope so but Peggy doesn't cry wolf. Come on, Nat said she'd be ready quick."

Peggy looked at him with that fierceness that had first gained his attention the day they met and she slugged the other recruit. She gripped his hand with surprising strength and spoke. "I want you to know that I poured the only sample we had of your blood into the river. It was the only piece of you I had to lay to rest. I stood on the Brooklyn Bridge and I said goodbye. You should know that. Part of you was home, in Brooklyn all these years. I never gave up hope but I had to do something."

His heart clenched and he thought about how she'd had to struggle all these years with trying to not give up on the chance that he was alive but each year passing making it more and more unlikely. "Peggy, I'm so sorry. I should have given you coordinates like you told me. Maybe you would have found me. You wouldn't have gone through all that."

She shook her head. "No, darling. While I hold no real belief in fate, things sometimes happen the way they have to. Thanks to you, I was given something to aspire to. Thanks to you, SHIELD saved thousands of lives, millions perhaps." Her lips formed the gentle smile that always felt like it was just for him. A flash of memory to the first time he saw it as he climbed into the backseat of the jeep after attaining the company flag. "You are needed here, now. The world needs a man like you more than ever. I did what was needed in the time between. It is your time yet again."

"I...I don't know what I'm doing still. Who I am. I need you here. Please. I need my best girl. Who else am I going to dance with, Peggy?" He struggled not to cry, choosing instead to press his lips to her weak and withered hand. It still shocked him deep down to see her so old. It made the fact that it had been 70 years that much more concrete. The whole thing was giving him flashbacks to when his mother died. For him, that only felt like 10 years ago but had really been so much longer and she had been so very young.

"Oh Steve." She soothed, her voice soft. "You have so much life to live. Don't keep choosing to live it in the past." She weakly pulled their hands and pressed her own kiss to his hand. "Darling, I was a lucky woman to live the life I did. I'm proud of what I accomplished. I may not have had children of my own, but I will always think of Holly and Edward as mine in my heart. Live your life without the restraint I gave myself. Don't wait anymore. I'll always be with you, just like you've always been with me."

He blinked for long moments just trying to keep that control. How was he ever going to deal with this still strange new time without her kindness and wisdom? "I love you, you know that, don't you?"

As weak as she was, she gave him the most brilliant smile. It was the kind of smile that made her look so young, even with her white hair. "Of course Steve. And I have loved you. Come now, give us a kiss and say goodbye. I will see you again, do not fret. I have many people waiting to see me, to hear about your newest adventures and of how you and Holly have found each other. I'm trusting you to be there for her like you would for me."

"Of course. I will. I promise." He stood on weak knees and leaned over, gently pressing his lips to hers before pressing them to her forehead. Why did it always seem like a kiss between them meant goodbye? "Goodbye Peggy. I'll bring in Holly." His voice choked and his throat felt so tight.

"Thank you Steve. Goodbye, for now."

Holly POV

"I think...I think it'll be soon." Steve choked after stepping out of Peggy's room and standing there in the hallway for a long moment. He turned to where Holly had been sitting and made his way over with a few steps. His eyes were bright with emotion. "She wants you."

Holly took a deep breath and nodded, dreading this day for many years. Living to 101 was not an easy feat, even with modern technology. "Okay." She stood and stopped by where Steve was standing, struggling with the realization that his best girl was about to pass from old age while he was still under 30. "She held on so long because of her belief in you, Steve. She couldn't rest still she knew you were found safe. That kind of inspiration, devotion is no small thing. That's love, sweetheart."

He nodded, unable to look at her and she stepped forward and down the hall to her adopted mother's room.

The first thing she was struck by was how tiny Peggy looked, even more so than the last time she saw her. Of course now she cursed herself for not just living in DC so she could see the only mother she'd ever known everyday. How she should have gotten a professorship in DC rather than California to avoid seeing the Triskellion. It'd been gone for a year now, what was her excuse?

"There is my beautiful girl. Come now dear, let me see you."

Holly was amazed at how upbeat Peggy was. Maybe they were wrong about it being her time? What had she said to Steve that had him so convinced? "Hi Mom." She greeted, moving to the woman's side. "How are you feeling?"

"I'm just fine. I'm in no pain, don't you worry. These doctors keep offering me drugs just the same but I want my mind clear." She took Holly's hand with hers. "I need you to promise me a few things before I go and you must swear to keep these promises."

Holly blinked. She sounded like she was talking about taking a trip, not dying. Why was she feeling fear and the woman before her wasn't? "Mom, you aren't going anywhere. You sound fine."

"It's coming. I'm so very tired, my dear. It's my time, I can feel it. And I'm happy to go, truly. I've lived my life, it's time for the next great adventure like in those Harry Potter novels I love so much."

Holly couldn't help but smile, the elder woman having been quite the Harry Potter fan. "Are you sure?"

"Yes, my love, I am. I know you and Steve will be just fine. You have each other now." She paused, blinking a little. "That's what I need you to promise me. Don't let him live in the past. Force him to live for today and in today, not in his memories, not in the past. I can only hope when he finds Sergeant Barnes that he will be able to let go of the war."

"We'll find him. I promise you. I know we will. Commandos mean family."

"That's right." Peggy smiled. "I want you to promise the very same. Live for today. Remember us, your parents, Edward, Dum Dum and I, but don't let your every moment be about us. Live for yourself. Fight like I taught you. Love like you deserve. Do what you want. Be strong. Be proud of your abilities, even when others use it as an excuse for hatred. Be vibrant but above all, be brave."

Holly looked down feeling her throat tighten. "I'll try. I just want you to stay. You've always been there my whole life. It won't be the same."

A weak squeeze of her hand had her look up. "I know love. But I am very old and it's time. I have lived an amazing life but all good stories have to come to an end. I will be alright. Your parents are waiting for me, I'm sure. No doubt your fool uncle has some lavish party arranged with Howard." She smiled softly. "I do look forward to telling Howard how wrong he was about his boy." Another squeeze. "You must care for the new family you have around you. Take care of them, Philip and Natasha. Clint and Anthony. Steve and Nicholas. You all are the heart of the new SHIELD."

Holly nodded, knowing deep down that Peggy was right. She'd just turned 101 after all. You didn't get to that age without learning a thing or two. Or in Peggy's case, saving the world a few dozen times. "Are you scared at all?"

"No love. And I will see you again, I promise. I will always be with you, you know that. No power could keep me away."

"I know Mom. I love you so much." She leaned in and pressed her forehead to Peggy's, breathing in the familiar smell of her soap and hand lotion, something that had been a staple her entire life. Why change something that works? She pulled back and absently smoothed back a silver curl with shaking fingers.

"And I love you, my dear girl." The woman smiled and now Holly could see the exhaustion in her. How hard had it been for her to hold on so long? "Your mother will be so proud when I tell her of the woman you've become."

"The woman you raised me to be."

Peggy smile grew, then slowly faded. "Will you stay with me? I am so very tired but it will help to have you to help me, to hold my hand as I drift off."

"Of course. I'll be right here." Holly moved to sit on the bed at Peggy's hip after adjusting her blanket for her. "It's okay, Mom. I'm right here. Just close your eyes and relax. When you wake up, you'll be young again and surrounded by all your old friends. Everyone will be so happy to see you." She paused and swallowed, calling on all of her training to not burst into tears and beg the elderly woman not to leave her as she closed her eyes. When she felt under control again, she continued. "Dum Dum will tease you for having to be fashionably late. My mother will thank you for being such a good mom to me. Daddy will hug you and so will Eddie. Probably in a Dugan sandwich. You'll see Colonel Philips and he'll treat you to a big smile."

And slowly Peggy Carter fell asleep. Not long after, she took her last breath and her frail hand let go of Holly's for the last time.

Holly was fighting for control as she walked back down the hall to where Steve was sitting, hands clenched together, forearms resting on his knees. It was taking ever bit of her strength and training not to just fall to the ground a sobbing mess. Something told her that the man she approached was struggling as well. Anyone else would think he was here worried about his grandmother, not his sweetheart. He looked so young and so lost. And here she was about to inform him of one more loss in his life.

As she stepped closer, his head popped up and her heart broke as she watched the realization wash over him. His mind telling him what her face was probably broadcasting for anyone who walked by, SHIELD training be damned. But still, he asked. "Is...is she?"

Holly swallowed with difficulty, not wanting to break down, not yet. She stepped closer and took a breath before she answered. "Yes. Just now. She fell asleep holding my hand." Her vision blurred with emotion and she blinked quickly to try and make it go away, looking up at the florescent lighting briefly. "She's gone." She couldn't help but sound incredulous as her voice choked out the last word.

Steve's head dropped and he let out a harsh gasp of air like he'd been punched. Holly felt the same though they'd both known it was coming. There was no way to truly prepare for it. She was gone. The woman who'd helped raise her when her mother died, the woman who'd influenced her entire life, was gone. And she had done it on her own terms, holding on long enough so those she'd loved most could have a chance they hadn't had with other loses in their lives, to say goodbye. Classic Peggy.

She blinked again, pushing back the tears that wanted to run down her face away, clearing her vision for the moment. There would be no more long talks with Peggy, no advice, no simple comfort from her arms. No more stories about the old days of SHIELD. For either of them.

Steve looked up at her with such pain in his eyes, such sorrow that it made her heart hurt so much more. She did the only thing she could and stepped forward, pulling his head to her chest and wrapping her arms around his broad frame as best she could resting her cheek against his blonde hair. Maybe if she just held onto Steve strong enough, she could manage.

It took a moment but he let out a gasping sob and she held him tighter as his arms wrapped around her like a vice, clinging to her as if she might float away. His hands clenched and unclenched the back of her tshirt. She wondered if he wasn't just mourning Peggy the person but all those years lost from that fateful day he crashed Schmitt's bomber. All the would have's, should have's and could have's. Maybe all of it was finally hitting him and Peggy passing was just the final straw on the camel's back.

They mourned together, both knowing Peggy was at rest, but missing her all the same. They'd both loved her in different ways for so very long. And Holly knew that Peggy had commanded Steve to take care of her like she'd been told to care for Steve. Peggy would want to make sure they were both in the best care.

It wasn't until Coulson came jogging down the hall that either of them managed to get themselves under control. Holly wiping away his tears with her fingertips, Steve reaching up and cradling her face in his hands and using his thumbs. His reddened eyes told her what she hoped he saw in hers, that it would be them against the world if need be, just like Peggy wanted. Like they both needed. It was the least they could do for all she had done for them.

Coulson waited a moment before coming closer, his eyes saying what he already knew. Natasha must have called him and his team headquartered at the Playground not all that far away. "Is she?"

"Peggy is gone, Director. She fell asleep and slipped away." Steve said with a strained voice, swallowing as he stood up. He clenched his jaw and stood tall, trying to be strong, be Captain America, not Steve. It was strange how she knew him well enough now to see the difference.

Coulson's head dropped and he let out a soft sigh before looking up, sadness in his eyes. Peggy had always enjoyed Coulson's enthusiasm for listening to her stories and she had been one of the driving forces in having him be Holly's handler for so many years. She'd always referred to him as darling Philip. "I'm so sorry, Cap, Holly."

Holly nodded, Steve having let go of her only to let his hand find hers and intertwine their fingers. She let out a small breath, thankful he knew she needed a physical tether to keep some kind of hold on herself. His large warm hand holding hers was an immense comfort and she gave a squeeze to relay that. "She's at rest. That's what matters."

"Of course." He fidgeted a little. "Is there anything I can do?"

"I think Peggy had her arrangements already established. The nursing staff will call...the funeral home to...come..." Holly put her fist to her mouth with a gasp, the tears coming again, the pain in her chest sharp. A stranger was going to take away the body of her adopted mother. The body. Peggy was gone. It made all of it so very real and horrible. "I'm sorry. I just...mom!" Peggy had tried, when she was little to insist that Holly call her Aunt or Peggy out of respect for her birth mother, but it was a hard thing to try to explain to a toddler and young child who didn't understand. Her father, surprisingly, didn't have an issue with it, telling Peggy more than once that Rose would have wanted it that way. Something to do with Lakota tradition.

Steve moved quickly and like he had back in NY at the World Trade Center Memorial, took her in his strong arms and held her tight. His towering height and strong arms were an incredible comfort. Over her head, his own voice still strained, he spoke to Coulson. "She's going to be with the other Commandos and Holly's family at Arlington. Can you find out at the office about the arrangements Holly spoke of?"

"Of course, Cap. Right away." Coulson took off at a brisk pace. He was focusing on the mission, such as it was. He would grieve later. It always puzzled her when people would ask her what it was like having a robot for a handler because she'd never really seen that part of Coulson. He was intensely caring and was very funny, just in a dry sarcastic way. And she could always count on him, that's what mattered.

Holly sniffled, her heart broken. "I don't even know what to do now." She gasped against his chest. "I feel so overwhelmed and I know...she wouldn't want this. That's why she held on. So we could get the chance we never got before, to say goodbye. Oh god this hurts. I can't even breathe."

"Shh. It's alright doll." Steve soothed, giving her a little squeeze. "I'm right here and I'll be strong for both of us for now." He gently kissed the top of her head, stroking her hair and she sighed. "Peggy gave me orders to keep an eye on you and that's what I'm going to do. We haven't known each other very long, but you'll always have me, I promise."
Holly nodded against his chest, absently noting he smelled like the bodywash she'd found for him while shopping with Pepper in the East Village after her birthday. The strong beat of his heart was a good focus point to calm her down. "She made me promise too."

Steve gave a weak chuckle. "I thought she might. She knew we'd do it anyway."

Natasha POV

Coulson came back later with Natasha at his side, the redhead spy feeling sad for her friends. He'd gone to the lobby after speaking to the administrator where she'd waited for the news. She hadn't known Peggy very well, but had appreciated the woman's defense of Clint for bringing her back instead of following orders to kill the Black Widow. Something told her that they would have gotten along like she did with Holly had they been contemporaries. Holly and Steve had separated from the embrace Coulson said he left them in, but were still holding hands, needing that bit of a grounding influence to deal with everything.

She could understand that. After New York, once Loki was safely off the planet, she and Clint met up with Stark and Holly in Philadelphia and while Stark returned to NY to help remodel and repair not just the Tower but Manhattan, the three had taken a long roadtrip back to California. Together they had mourned what they had thought was the death of a good friend. They had stayed in near constant physical contact, even sharing a bed just to know they were all safe. Now, this time, it was Steve that Holly would be closest to because next to her, he'd known Director Carter the best. Or would mourn her in a similar way. Loss of the past he knew, leaving him in a very uncertain time. Luckily he would have Holly.

"Holly, Steve, I'm so sorry. She was an incredible woman."

She held out her arms to Holly and the raven haired woman quickly moved to them, wrapping her own arms around Natasha. She'd never been one for initiating physical contact beyond that needed for a mission but it had always been different with Holly and Clint. The two seemed to crave affection and slowly, they'd managed to get under her skin, beyond her Red Room training. Not that she'd ever tell them. Instead, she hugged Holly a little tighter because she knew that's what her friend needed. "Thank you Nat. She really was." Then Holly moved back and unconsciously and immediately took Steve's hand again.

Natasha moved to Steve and kissed his cheeks. She rested her hand on his forearm and gave it a squeeze to make sure he paid attention. She looked up into his impossibly sad blue eyes. The man looked more upset than he'd been when they had discovered who the Winter Soldier really was. Finding out your lost friend was alive but a brainwashed assassin was one thing but to lose your sweetheart who never gave up hope for your safe return for 70 years? It was the same and completely different. "You'll be okay, with time."

Steve nodded, squeezing Holly's hand, the set of his jaw telling Natasha that words weren't possible at the moment. It seemed so natural and yet so strange to see the pair holding hands, she couldn't help but notice. "So what now?" Holly spoke for them both.

"Now, we should go. I'll take you to the refurbished Playground HQ. You can see what we've been doing there and just try to relax. Natasha and I will handle everything. The rest of the Avengers are coming down in the next few hours and Fury is going to be on a plane from Rome very shortly." Coulson spoke up. They'd discussed what to do on the way back to the floor where Peggy Carter had lived for the last 15 years.

"That sounds okay to me." Holly said quietly, the pain evident in her voice. To Natasha, she sounded like a lost little girl and perhaps she was. Peggy Carter had effectively been her mother, raising her in lieu of her own fallen mother. She looked up to Steve. "What do you want to do?"

"Let's go with Coulson. Let's just...not be here." Steve cleared his throat roughly before looking away. "After you, Director."