A/N: Thank you all for the lovely reviews, either here or in the TSOM Fanfiction group on Facebook (which, if you like this story, you should join!) I love to hear from you in PMs too. I'm sorry for the delay, but it's harder than I expected to make sure that Georg and Maria's afternoons are consistent without completely repeating each other, and to pave the way for their coming together at night. I started working on this story wanting to explore some of the things about the film that bother me the most. And I wanted to play with the idea that it is not until much later in the story that either one of them really believes that there is a way for them to be together. That turned out to be tricky, and now I understand why so many stories have them be attracted to each other sooner rather than later. I also know this chapter is VERY long, and would need to be edited severely under normal circumstances, but I am getting the impression that for this group, more is better! Would you like more shorter chapters instead? Anyway, stay tuned for more chapters soon – I really like the way the Gazebo scene for this story is shaping up. And as always, I don't own the Sound of Music or anything about it.

Chapter 3 Georg's Noon

Lunch turned out to be a gloomy affair. Remembering what life between governesses had been like before the little Fraulein's arrival, Georg had expected the children to be at their mischievous best, to be doing something involving snakes, perhaps, or mud. He'd been pleasantly surprised to learn from Frau Schmidt that they had gone to the classroom as usual in the morning and had completed their lessons, "as well as they could without . . . well, you know, sir, without Fraulein Ma . . . "

"Yes, yes," he hurriedly interrupted Frau Schmidt. "That's fine, that's just fine." Georg was taken aback when his children filed into the dining room for lunch, on time, clean and neatly dressed. He attempted to engage them in lunchtime conversation about their morning lessons, complimenting them on how mature and responsible they'd been to carry on without their Fraulein. But they were subdued, as they'd been in general since the ball. Only Kurt appeared to have any appetite. Even Elsa must have been concerned about them, offering to play a game with her after lunch. Georg saw the children exchange uneasy glances. Marta blurted, "But we were going to . . ." before Friedrich hushed her. Brigitta hastily interjected, "Baroness, we'd just love to play with you," and he could have sworn he saw Louisa lean over to pinch Marta for good measure. They obviously had other, possibly more questionable, plans for the afternoon.

Well, whatever it was they were plotting, it was good to see them moving ahead. There had been more than a few tears shed, and sleepless nights, in the week since their Fraulein had fled. He felt a flash of anger that she'd abandoned them that way, then a pang of fresh guilt at the role he'd obviously played by treating her so coldly at the ball. Putting down his napkin, ringing for Franz, and pushing away from the table, Georg excused himself to attend to paperwork, leaving Elsa to get better acquainted with his children and hoping for the best.

His first order of business, then: a new governess. There were still months to go before the wedding when the children would need looking after, and he had no illusions in any case that Elsa would ever devote herself to mothering the way Agathe had. He sat at his desk, pen poised to write a letter, but where to turn? Georg had learned the hard way that highly trained child development experts were helpless going up against his children. And after now twelve failed attempts, he'd be unlikely to find any more governesses by word of mouth. He'd thought he'd been so clever to look to Nonnberg this last time; surely if anyone could control his children, it would be one of the iron-backboned sisters. Things had not worked out that way exactly, as the Abbey appeared to have sent him one of their less promising prospects. Georg smiled despite himself, thinking, Things had worked out well, nonetheless.

But the Nonnberg option would not be open to him again, as was clear from the chilly reception he'd received from the Reverend Mother when he called to inquire about Maria the day after the ball. It was at the children's insistence that he'd called, he said, although he had been as frightened as they had, perhaps. The Reverend Mother assured him, brusquely, that Maria was, indeed, safe, but had asked not to be disturbed for any reason. "And that, Captain, is that. Captain . . . " Her voice trailed off.

"Yes, Reverend Mother?" he prompted, hoping she had more information to share.

"Nothing, nothing at all. As I said, that is that. Good day," she said, briskly, and ended the call.

So. That was that, indeed. In any event, he no longer wanted an iron-backboned Nonnberg sister. He wanted – he knew what he wanted. He wanted Fraulein Maria . . . for the children's sake, of course.

His thoughts flew back to Maria - when did I start thinking of her by her first name, for heaven's sake? - thoughts he seemed to be having a harder and harder time controlling, oddly enough, now that he had made the decision to marry Elsa not that the two are connected, he hastily reminded himself. And in fact - he admitted it - the little governess unsettled him from the day she arrived. Georg had expected a battle-hardened elderly nun and never quite recovered from his first confrontation with a fresh-faced, charming if, well, rough-around-the-edges young woman. Drawing on his years of experience as a military commander, he adopted the icy, almost arrogant demeanor that assured his superiors, his men and the enemy that he knew exactly what he was doing, even as he pondered his next move – in her case, on that first day, his escape to Vienna. She seemed unafraid of him, but he took that as a promising sign: perhaps she, unlike the others before her, would be tough enough to bring his children under control.

After his return from Vienna, when she had set things right between him and the children, he was mildly surprised to find himself attracted to her. No woman, even Elsa, had tempted him physically since Agathe's death. But Maria was, after all, an attractive young woman, with a lithe body - even though she tried to hide it in baggy nightclothes or boxy antique bathing costumes - an angelic voice, and clear blue eyes that seemed to look straight into his soul.

One evening, Georg walked by the dimly-lit nursery and, glancing in, stopped dead at the sight of a young woman, her face in the shadows, humming softly, gently rocking Gretl back to sleep after a bad dream. For a moment he thought it might have been . . . but no, it was the young governess, swathed in her usual layers of flannel, her face soft and open. He could not tear his eyes away from the beautiful sight, but after a minute, feeling as though he was spying on her, he cleared his throat softly. "Fraulein?"

"Captain, I'm so sorry, did Gretl disturb you?"

"No, no, of course. I was walking by and I thought . . that is . . . er, nothing," he fumbled.

"I think she'll sleep now," Maria whispered, shifting in the chair , struggling against its rocking motion to come to her feet bearing Gretl's full weight.

"Here, let me help you," he said, and as he reached out to take Gretl, his arms collided with Maria's head as she rose. His hands brushed her hair, his fingers unable to resist the temptation to entwine themselves into the golden silk for just a moment.

There was barely more than a moment's awkwardness, however; he snatched his hands away, and the little governess turned bright red, thrust her charge into his arms, choked out a hasty, "Good night, Captain," and fled for the safety of her room, presumably. He stood, stunned for a moment, holding his sleeping daughter, trying to recapture whatever it was he had just felt, to hold on to the moment's sweetness.

Still, he told himself, there was nothing to feel guilty about. Georg allowed himself the luxury of being charmed, even bewitched, by Maria, despite her vocation. She was probably too young and naïve to guess at the thoughts running through his head. What harm could come of it? Unlike many of his peers, he was an honorable man in this respect: he might take notice of an attractive young governess, but he would never act on it, and in any event, he knew that he had buried the truly passionate side of himself along with Agathe. And she was not yet a nun, he told himself, so there was nothing improper about his fascination with her.

Almost every day, Georg found himself wondering whether life as a cloistered nun would really fit this young woman with a huge heart and an untamed spirit, but he felt safer, somehow, knowing that she would end up right back at Nonnberg where she belonged. Maria was a convenient distraction, that was all. So what if he found himself seeking her out more often than strictly necessary? And her appeal was not merely physical – her joyful optimism, her simple goodness, her love for nature, her appreciation for the music he loved so much, the firm yet compassionate way she taught his children, even her hearty laugh and her unapologetic love for dessert– all of these seemed to light up a world that seemed increasingly dark and unsafe. She was full of surprises:

"Fraulein," he said one morning at breakfast, "I would like you to prepare a list of the reading materials you have selected for the children." Having awakened, as out of a long sleep, to find his children of school age, he wanted to make sure they would share their parents' love for reading, and he feared their education might have suffered for four long, neglectful years.

She looked perplexed for a moment, but quickly shrugged her agreement, and brought the list to his study an hour later. He motioned her to a chair while he seated himself at his desk, scowling, prepared to do battle over her choices, but he was taken aback: the list was thoughtfully curated, representing the major European literary traditions and genres, with choices even for the youngest children that would lay a strong foundation for their future educations.

His face must have registered his surprise, because she jumped from her chair. Leaning over his desk, blue eyes flashing, she lectured him – he half-expected her to shake a fist in his face! "Captain, I am a trained teacher. I've been a voracious reader since I was a little girl. I realize I did not grow up with the . . . the advantages that your children have, but good books are fortunately a blessing that are available to everyone." She paused, lifting her chin at him; although she intended to intimidate him, he thought he detected a hint of hurt feelings beneath.

"I apologize, Fraulein. I'm very impressed, really, and I meant no disrespect." He sighed. Somehow he seemed to be apologizing to this young woman every time he turned around, he a man who had exercised the firmest, unwavering control over entire naval brigades, for whom an apology was a rare admission of defeat.

"Oh, that's all right, sir," she said, her face crinkling into a smile. "The truth is, the sisters encouraged me to use the library at the Abbey, I think because it was the only place they knew I couldn't get into trouble."

But in her own way, she was as private a person as he was. The children often interrogated her about her plans to become a nun: "When did you first know? Fraulein, why do you want to be a nun when you like to sing and play games and break rules? Fraulein Maria, don't you want to fall in love and get married and have children like us?" She would become visibly uneasy and quickly change the subject.

For such a private person, though, she certainly was unembarrassed about prying into his past. Early in her time at the villa, he quickly put her in her place when she asked her nosy questions about his childhood – "how did you spend summers as a child, Captain? Did you do schoolwork every day?" Eventually, hoping to silence her, he'd calmly offered the truth - that he'd been shipped to year-round boarding school when he was barely Marta's age – and took a perverse pleasure in her horrified reaction.

But her interest in everything was so genuine that it was hard to keep his distance. One evening, she asked him about an ivory carving that stood on a table in the drawing room; he answered, curtly, that he had bought it in India. "India! How wonderful! I have always wanted to go there! Is it true that people ride elephants there? What is the food like? Did you see the Taj Mahal?" There seemed to be no end to her interrogatory yammering, yet before he knew it, he'd spent an enjoyable hour regaling her (and the children, of course) with stories of that voyage, making him shamefully late for an engagement with Elsa.

From then on, he found himself comfortably answering her questions about his boyhood and his early career, and their conversations seemed to refresh his spirit and reconnect him with the best years in his life. They never discussed Agathe – her memory stood between them like a wall – but still, from these conversations with the little Fraulein, Georg was beginning to discover that he could, indeed, move on, could safely look back on his past with pleasure, rather than pain and regret.

As their encounters became warmer and more frequent, he tried to ignore the signs that she might, perhaps, be infatuated with him. That evening when she cajoled him into picking up a guitar for the first time in four years . . . admittedly, he had looked to her first, seeking her approval, but he was caught off guard by the adoration written across her face, and equally unprepared for how much he basked in it, how charming she looked in her simple blue dress, her eyes glowing, her cheeks flushed.

But just as Georg expected that his short-lived infatuation would flicker away when she returned to Nonnberg, surely she would forget him quickly as well?

Georg worried, too, that their innocent flirtation – for surely that's all it was, hardly anything more than an unlikely friendship – would not go unnoticed. Max noticed first, of course, a keen observer of these things. "You are playing with fire," Max had warned him that evening, "You have never been the type to woo the help, Georg, and certainly not help that is planning to be a nun, for heaven's sake!" Georg had tried to brush Max away with an ineffective mix of outrage and nonchalance that fooled neither of them.

Elsa, too, had noticed something that evening – there was that awkward moment between the three of them after the puppet show when I was really just trying to thank my governess, for heaven's sake, he thought irritably. After that evening, Georg frequently felt the weight of Elsa's gaze on him as he tried - struggled, actually - to maintain a formal, correct tone with Maria. Somehow, away from the villa, he could be as warmly attentive as ever to Elsa, shamelessly flirting with her, showering her with presents, truly enjoying her company. But when they were in Aigen, he felt a gap growing between them. Still, he had brought Elsa to Salzburg to meet his children, and he was determined to push away his doubts and follow through with his plan to marry her, to give his children a mother. He gave into her plans for the ball, despite his uneasiness, in part because he knew the summer was not turning out quite the way Elsa had hoped. Georg began to understand that Elsa had saved him from his grief by helping him hide from it, in Vienna, where no memories of Agathe lingered. In the end, though, it was coming home, confronting his grief, finding a way to love his children, that had truly healed him, made it possible for him to move forward.

In the weeks before the ball, Georg had been having more and more trouble chasing thoughts of Maria away. It was when he spent time with her and the children – Elsa rarely joined them at these times, instead shopping, napping, or visiting friends – that were, paradoxically, the most dangerous. Unlikely as it seemed, things with the little governess had crossed the line into dangerous territory in full sight of all seven of his children, and if Maria was too inexperienced to know it, then he did. That evening at the ball, holding her in his arms, he felt the stirrings of something he thought long-dead. For the first time, he felt the force of it: he wanted her – not just for conversation or amusement, not just for inspiration or encouragement, but in his bed. He was simultaneously horrified and elated.

But this time, the old trick of appearing distant and in control while considering his options had backfired. Undoubtedly distressed by his behavior before dinner, Maria had fled. He felt ashamed and guilty, and could only hope that she would be able to get on with her life, that he had not hurt her beyond repair.

And – perhaps most disturbing - he was finding that his own fascination with her was stubbornly refusing to fade. Georg had managed for more than a year to sleep soundly in the bed he and Agathe had shared. But for the last week, his sleep was filled with the kind of dreams he had not had since he was a very young man, shameful dreams in which a strangely familiar voice, the angelic voice of a young woman, called to him, imploring, begging really . . .

Startled, Georg realized, suddenly, that he was hearing, faintly, the sound of . . . singing? It reminded him of the first time, weeks earlier, when he'd overheard the children singing. He'd followed the sound of their voices and it had changed his life for the better, more than he could ever have imagined. He had not heard his children sing since the evening of the ball, since Maria had left, and the sound now filled him with a mixture of hope and regret.

Abandoning any hope for progress on the governess front, Georg stepped onto the terrace. There, with Max crouched before them, the children were singing the same song they'd sung the day he'd returned from Vienna.

The hills are alive

With the sound of music

He was caught short by the way they sounded – listless, somber, a sound like someone about to weep. Georg sighed deeply and shook his head; although he knew from experience that children grieve differently from adults, his children were definitely grieving the loss of their Fraulein. Assuming a cheerful air that he did not feel, he strode toward them. "That's lovely, lovely, don't stop!" he encouraged them. He ignored Max's hasty excuses – the Festival was the least of his concerns right now – and made a quick decision: he would help his children move on. He would not let them wallow, just as he himself should not . . .

He tried to lighten the mood by joking about the lemonade, but his children were having none of it. For four years, they had been unable to take their troubles to their father, and now that they had learned to trust him, they wanted answers.

"Is it true that Fraulein Maria isn't coming back?" asked Brigitta.

"Yes, I suppose it's true, yes," Georg answered, his tone deliberately offhand, as though it were a matter of little consequence to any of them.

"She didn't even say goodbye," Louisa challenged.

"She did in her note," he said, sounding more curt than he intended. That note! Just six words, words whose meaning tormented him even now: "I'm sorry, I love you all." Georg had burned it before the children could see it, burned it in favor of his lame explanation that she had missed her life at the Abbey.

Louisa was not going to let go that easily: "That isn't the same thing." For one mad moment, he considered telling them the truth, "Your Fraulein left you because I treated her shamefully, unforgivably, despite the fact that she gave you – gave us – everything her heart had to offer." But Gretl called him back before he could do anything so foolish, asking him who their new governess would be.

Georg took a deep breath. He put his hands on Elsa's shoulders - to reassure which of them he wasn't sure - and he broke the news to them: "You aren't going to have a governess any more. You're going to have a new mother."

A new mother. The words echoed in his head, their sound ricocheting in his hollow heart, and Georg knew at that moment, and with complete certainty, that he could not marry Elsa. Whatever he felt for Elsa, whatever bound them together, she was not the right person to be a mother to his children and I have never loved her the way I loved Agathe.

Elsa looked up at him, for reassurance he supposed, but he could not meet her eyes. He noticed, as from a distance, as though watching a play, his children doing the right thing, the noble thing, Liesl leading them in welcoming Elsa to the family, the lot of them as brave and noble as any of them men he had commanded. He maintained his mask of cheerful optimism, but he could hardly bear it. Georg von Trapp was if nothing else, a man of honor. Yet he had failed to save his wife and the Austrian Navy. He had failed his children, he had failed Maria, and he had failed Elsa.

Georg shooed the children away and retreated to his study, collapsing in the big chair by the window. He had not felt so lost since Agathe's death. For only the second time in his life, he did not know what to do next. A man whose incisive mind and undaunted courage never failed him in battle, who could navigate a submarine through dark and treacherous waters, Georg could not see the path ahead. He knew he could not marry Elsa. He knew that neither he nor his children would ever forget the young Fraulein, but she was lost to them. What now? I must move forward, but in what direction? He sat and stared out at the lake, watching the sun move across the sky, so it must have been at least two hours later when Frau Schmidt knocked on the door. "Captain, I'm sorry to disturb you, but the children are missing. We've looked everywhere, the stables, the garden…"

"Missing?" They were not supposed to leave the grounds alone, for any reason. His mind raced. "I'll take the car and go…"

They were interrupted by Franz. "The children have returned, sir. They're on the terrace."

Georg didn't know whether to be angry or amused at his children's tale of an afternoon's berry-picking, but he was certainly reassured. He did not want them roaming the countryside alone during such dangerous times. But he knew perfectly well where they'd gone. He was proud of them – they had moved, they had tried to take action, even though they had apparently failed at their mission. In a corner of his mind, he wished they had been able to return with some news of Maria. He decided to let them off easily, and went inside to order a brief delay in dinner time.

Then, suddenly, he was brought up short for the second time that day by the sound of children singing from the terrace, but this time the sound was full and vibrant and joyful. He paused in the shadowy doorway and blinked once, twice, three times, at the sight of the little governess, her hair lit golden by the late afternoon sun, his children rushing into her arms, their voices rising straight up to the sky.

How many times had he lectured his men that, in battle, there are no second chances? Just last night, he'd agreed to marry Elsa, believing he would never have a second chance at the kind of happiness he'd had in his marriage. Yet here was a second chance, standing only yards away, an angel in an ill-fitting dress and a bad haircut. Despite her ungainly appearance, he was instantly reminded by that moment at the ball, before she'd broken away from him, the desire that had flared within him . . .

Maria moved closer, surrounded by the children, and their conversation drifted up toward him. "The most important thing is that Father's going to be married," said Brigitta, and he closed his eyes against the news, wincing for a moment at the mess he'd made of things. He lingered in the shadows a minute longer, hidden from view, trying to read Maria. But for the first time since he'd met her, her face was not an open book that told the world what she was thinking. She looked all at once bewildered, hurt perhaps, but also defiant and even a little angry.

You do not know why she came back, he warned himself, it would be a mistake to read too much into her return. He suspected that she had been attracted to him, yes, and certainly they had shared a kind of companionship all summer, but then again she had run away from him, turned her back on the children. Perhaps she cannot forgive the way I treated her at the ball. Perhaps she has returned only to make things right, to tell them about her plans to enter the novitiate in September? Georg was entirely unsure what to do, how to feel. Like navigating at night, through a dense fog.

Georg squared his shoulders and stepped out of the shadows. He reminded himself that the last time he had hidden his chaotic feelings behind his characteristic icy mask, he had frightened Maria away. When the children noticed him standing at the top of the steps, he directed his greeting to Maria, evenly, carefully. He sent the children into dinner.

And then they were alone.

Cautiously, unsure how exactly to proceed, Georg questioned her, trying not to sound neither too familiar nor too angry, trying not to scare her: "You left without saying goodbye, even to the children."

"Please forgive me. I was wrong." Her face was unreadable.

"Why did you?, " he asked, not expecting much of a response, but simply stalling for time .

"Please don't ask me that. Anyway, the reason no longer exists," Maria met his eyes with her clear blue gaze, lifting her chin in a gesture he recognized as false bravado. He had to remind himself that, of course, she did not know that he had given up all thought of marrying Elsa – was it only a few hours ago? It seemed much longer.

And then, as though summoned by his thoughts, Elsa appeared by his side, taking his arm, greeting Maria with, he thought, just a touch too much warmth. He watched, dismayed, as Maria swallowed hard and offered them her best wishes. What is she thinking?, he asked himself. The gentleman in him chose not to shake off Elsa's arm. He tried, desperately, to think of a way to send Maria a message, to signal that there was unfinished business between them. "You are here to stay?" Georg asked.

"Only until another governess can be arranged." He heard the catch in Maria's voice, and he even thought - or did he just imagine it? - he saw her eyes fill as she turned away from them and ran up the stairs and into the house.

She is suffering, he knew, torn between guilt and hope. She came back here for a reason. But perhaps it is only the thought of leaving the children that troubles her. No matter what she has decided, in her last days here, or even hours, I will try to make it up to her. Or will I do her more damage by following my instincts? Do I keep my distance instead?

And Elsa. How would he make things up to her? Georg would be hurting her too, as soon as he could find a way to extricate himself. He patted her hand, distracted, as they turned toward the house. Her eyes searched his face, looking for an answer to a question she could barely bring herself to ask: "Georg? Darling? I know that girl has a crush on you, but . . . " She stopped, and began again, "Georg, you cannot possibly be thinking . . . there will be a scandal, think of your children, your family's reputation. Think of Agathe . . . "

He stopped dead in his tracks, his face stony and his voice turned to ice, "Elsa. This has nothing to do with Agathe. Or perhaps, rather, it has a great deal more to do with Agathe, than it does you." He winced inwardly, knowing that he owed Elsa a great deal and he did not want to hurt her. He wanted to be a gentleman. But he would not tolerate the use of Agathe's memory as a weapon.

"Please, Georg," Elsa pleaded, in a voice he'd never heard her use before, not her usual carefree, light-hearted tone. "Please Georg, at least think about what you are doing. Wait a bit. Perhaps after the wedding….with some discretion . . "

He realized that she did not understand at all. "Elsa," he began , but she cut him off. Elsa was a canny strategist herself: she knew when to retreat.

"Georg, I will not have this discussion now. Dinner is being served and I have not even had a chance to change yet. We'll discuss it afterward."

Through the dining room doors, he saw his children, already at the table, politely waiting for them. Very well, he thought. But I will not sleep tonight until this is settled.