A/N I just wanted to say thank you to all the lovely people that have reviewed! I was so blown away, I did not expect that kind of response at all. And to SOM Fan and Clare, thank you so much for your reviews as well since they were guest reviews I couldn't respond but thank you for doing so, I really appreciate it!
Here is the final chapter, I'm not entirely happy with it but I kept going over it and just wasn't getting anywhere. I may write a companion piece to this as it is entirely from Max's POV and I didn't want to deviate from that.

Disclaimer: I do not own TSOM except for on DVD and on a old vinyl record.

Max awoke late that morning, he really should stop with the late mornings but whether he actually would was probably unlikely. He sauntered downstairs after dressing and out on to the terrace where Georg and Elsa sat. As he got closer he could hear the sounds of children laughing and as he looked out into the distance he could see Gretl running across the lawn with Liesl following behind.

"Good Morning all, how are we this fine day?" he asked as he took a seat across from Elsa, who had her back to the garden.

"Morning Max, though it is nearly afternoon," the Captain said with a slight irritation as he rustled the newspaper he was reading.

"Ah yes well, you can hardly blame me for enjoying the fine comforts this lovely little villa offers?" he replied with a laugh.

"Hmm yes, I bet you enjoyed yourself," Georg said.

Max looked at Elsa, who had yet to say a word but sat there with a forced detachment he found strangely unsettling. He was about to open his mouth when Frau Schmidt walked in.

"Excuse me, Baroness, but Franz has your car and is ready to take you into town."

"Thank you, Frau Schmidt," said Elsa politely and stood up, "Excuse me, I have to go about arranging the party. I shall be back by dinner. Auf Weidersehen."

And without a backwards glance, she walked back into the house with her head held high. Max turned and stared at Georg, who was decidedly looking at the newspaper with such intensity, he was surprised the poor item hadn't burst into flames.

"Did I miss something?" Max asked.

"No," was the short reply.

"Ah."

A beat of silence went by and then a loud excited shriek, "I can see you Fraulein Maria! I found you! I found you!"

Gretl was jumping up and down underneath a tree and still yelling, "I found you!" while Liesl was shaking her head at her little sister.

"Why is your governess up a tree, Georg?" Max asked incredulously, turning to the Captain who had finally dispensed with the newspaper and was also looking towards the commotion.

"The children were playing hide 'n seek," he said as if it was the most obvious thing in the world.

"Of course," said Max with a smirk, "Oh look, I think the little nun is stuck in the tree."

"What?!" Georg stood up and practically ran over to the railing overlooking the garden. He watched as Fraulein Maria dropped down from the tree, who Gretl proceeded to bowl over with a bear hug.

"Oh never mind, she seems to have gotten down fine," Max said with a shrug.

The Captain made a small noise of annoyance and sat back in his chair. Max watched as Gretl came running up the stairs of the terrace, trailing an out of breath governess behind her.

"Father, father! I found Fraulein Maria all on my own! I didn't need any help from Liesl at all," Gretl said proudly with a huge grin on her face. She turned her face to gaze lovingly at Fraulein Maria, who smiled back at her.

"Indeed you did!" Fraulein Maria said breathlessly, she faced the two men, "Sorry to disturb you Captain, and Herr Detweiler. Gretl was just so happy she found me and just had to come tell you."

"Oh no trouble at all, Fraulein," Georg said, smiling back at her. He reached over to Gretl and gave her a little pat on the head, "Well done Gretl, I never doubted you!"

"I must go and find the others! Liesl won't know where to look without me!" Gretl exclaimed as she ran off back towards her sister.

Max watched as Fraulein Maria went to follow her youngest charge but he just couldn't stop himself. "I'm sure they will be fine without you, my dear," he said, "Why don't you take a seat and have a little break? I am sure Liesl can manage for a bit."

"Oh, why thank you Herr Detweiler but it-" she began.

"It's all right, Fraulein, please do sit" said Georg kindly, gesturing to the chair Elsa had just vacated and picked up his newspaper again.

Max watched as her face flushed slightly and she sat down. The Captain was casting glances periodically at her over the top of his newspaper. Max was fascinated, he felt like a kid in candy store with a pocket full of money. Of course he was concerned for both Elsa and Georg, but this was just too much fun not to play with. And Max loved to play with his toys. Seeing his friend acting like a love-struck teen was hilarious, he half expected him to pull out a note and slip it to the girl with the words "Do you like me? Tick yes or no" written on it.

"So you must tell me your secret Fraulein Maria, how did you get the little, ah, dears to adore you so much?" Max asked.

"Oh, uh," she gave the Captain a nervous glance before proceeding, "they just needed someone to listen that's all. I am sure anyone could have done it. I'm just glad to be of any help." She smiled openly and shrugged her shoulders in an effort to dismiss her importance.

"I am sure it's more than that, they practically worship the ground you walk on!" Max said with a quick glance at Georg, who wasn't even bothering to pretend to read the paper anymore.

"Herr Detweiler, that's very kind of you. But like I said, they just needed someone to listen to them and understand. They're just children, nothing to be frightened of," Fraulein Maria said with another shrug.

She sat there with her eyes full of honesty and it made Max realise what it was Georg could possibly see in her. She was so there, so incredibly sincere and open that it was slightly unbelievable. He was so used to women, like Elsa, who hid behind a mask of indifference and only using their charms to get their way. But this little nun was nothing like that. She has nothing to hide and her emotions were written plainly on her face. It was delightfully refreshing. Of course she was attractive, but Georg wasn't a man to make such a fool of himself for a pretty face. No, it was something more, Max mused to himself. He heard the sounds of small feet running towards them and looked over to see some of the children coming towards them, Gretl in the lead. She walked up to Fraulein Maria and insisted she come help them find the rest of the children.

"Thank you for letting me sit with you," Fraulein Maria said as she stood up, she flashed a smile towards them both and walked away with Gretl in hand.

"Well now, Georg," Max said as he watched them walk away in the direction of the rose garden, "I feel like you have something you might like to say to me?"

Georg, whose eyes had been following the governess and his daughter, turned to look at Max with an affronted look on his face. At that moment, a maid walked in and deposited a tray of strudel and tea on the table.

"Do I?" he said, "Hmm, I don't think I do."

"Oh Georg, please," Max scoffed, as he helped himself to a strudel, "I come over here, and you and Elsa are sitting here like a pair of strangers. She leaves, without even bothering to show any affection. A woman, who for the last month or so, has been practically jumping at any chance she can to touch you."

The Captain gave Max a look they dared him to continue after the last remark. But he was no young sailor for Captain von Trapp to boss around and he wasn't going to be derailed by a look.

"You act positively disinterested the whole time until I mention the little Fraulein is stuck in a tree," Max continued, between bites of strudel, "You practically jump at the chance to go rescue her like some ridiculous hero from those novels your daughter reads."

"Max," the Captain said firmly, "I don't particularly want to deal with a governess with broken bones if she falls out of a tree, that is all. I can't have-"

"Why let her climb it in the first place then?" Max interrupted.

"I…" the Captain struggled and then finished lamely, "well I didn't want to upset the children."

Max nearly choked on his strudel as he barked out a short laugh.

"The children, of course," Max said coughing slightly, "Well, whatever you say, Georg. Anyway, I must be off, I need to go and explore this town and see what lovely things I can find!"

He left Captain von Trapp sitting on the terrace and waltzed inside to find Franz and bumped into Fraulein Maria. She was carrying some bandages in her arms, which dropped to the floor.

"Oh so sorry, Maria – may I call you Maria?" Max said in a friendly voice as he helped her picked the bandages up.

"No trouble, I am never looking where I am going! Of course, Herr Detweiler," she gave him a smile.

"Max, please! You make me feel like my father," he laughed, "Now what is with all the bandages, nothing serious I hope!"

"Oh no, Brigitta was hiding in the rose garden and got herself caught on a trellis," Maria explained, "Though maybe it would be best not to mention it the Captain, I don't want them to get into trouble."

"Ah, unfortunately dear Maria, Georg has a knack for noticing everybody and everything," Max gave her a pointed look which she either didn't understand or she was a better actress than Georg. He highly doubted it was the latter.

"Hah, yes that is very true Herr- um, I mean Max!" she said with a laugh, "I will just tell him later tonight then."

"Later tonight?" he asked.

"Oh, the Captain has asked me to keep him informed on how they are doing each day with lessons and so on. I meet him in his study after dinner each week day," she explained conversationally.

Max noticed she thought that was perfectly normal. He knew it wasn't. A weekly meeting, sure that was about right. Every night, ha! Oh Georg, he thought, you really are in trouble. But he didn't want to startle the girl, as she seemed somewhat oblivious.

"Of course, Maria. Not to worry, I'm sure he won't be upset," he assured, "his bark is worse than his bite anyway!"

"Yes that is true," she giggled and then stopped short, covering her mouth, "Sorry, I better get back to them before they hurt themselves some more."

"Probably for the best, see you later Maria," Max said with a wave, as she bounced off, and headed out to the car where Franz was waiting to take him into town.

After Franz had dropped Max in town, he began searching idly down the Getreidegasse until he found Elsa. She was standing in a florist shop with an exasperated look on her face while talking to the shop assistant. Max had to admit he was getting a little concerned with both hers and Georg's behaviour and what he needed were details, and what he wanted was intimate details. While he'd prefer to sit on the sidelines watching the drama unfold with a fine bottle of something from Georg's cellar and a never-ending plate of strudel, he did care about his two friends.

"Ah there you are, Elsa!" he said as he walked over to her.

"Oh, hello Max," Elsa said as she noticed him, "What are you doing here?"

"Just wandering and wondering," he said as smelt some of the flowers on display, "Want to come join me for lunch? I'm feeling a little peckish."

"Umm," she hesitated, "Yes, I guess so. Just let me finish up here first and I will meet you over at the Café Platz."

As he walked over to the café, Max pondered over how best to bring up situation with Elsa. He really didn't want to insult her or make worry her over what could possibly be a minor infatuation. Max knew that Georg was attracted to Elsa and felt she would fit comfortably in her role as the new Baroness Von Trapp. She knew all the right things to say, she was a perfect hostess, always well dressed but was she the mother type? And Max knew that the answer was no. He knew that she wanted to send them off to a boarding school. It didn't make her a wicked person, at least not to Max; he could understand that she wasn't up for becoming mother to seven children. But Georg had been acting differently ever since they had arrived at the villa. He was starting to act like his old self, like a father. And he knew that Georg von Trapp would not send his children to a boarding school. If that were an option, he would have done it years ago. No, the man that Elsa had fallen for in Vienna was not the same man in Salzburg. And now that he knew the Captain was having nightly discussions with his young governess, Max was feeling uneasy which was an unusual state for him. Though he decided it was definitely best to keep that information to himself.

As he sat in thought, Elsa walked in and took a seat. Max had picked a cosy little nook in the back of the shop to keep away from the nosy old ladies that tended to populate these cafes. He noticed there were two of them sitting a couple of tables over, one had an ugly looking creature on her lap which he assumed must be a dog. A waitress came over and took both their orders leaving them in a slightly awkward silence which Max decided to break, best to just get to it.

"You may as well just tell me what happened before you explode, darling."

Elsa, who had been looking intently at her nails, looked up sharply at him and drew in a breath. "Well," she exhaled, "what makes you think something has happened?"

"Elsa, let's not do this again. I am not some simpering old aunt trying to get the latest gossip."

Elsa shot him a look that said she knew that was exactly what he was doing.

"Alright, but I am concerned and I know something has happened as you and Georg were acting so odd this morning. Did he say something? Do… something?"

They sat in silence until he went to break it again but she interrupted him.

"…I did something," she confessed in a small voice.

The waitress brought their food and coffees over. Elsa made a show of adding cream and sugar to her coffee before continuing, "I…I went into Georg's room last night…"

"You did what?!" Max exclaimed, which earned him a few dirty looks from the old ladies. The dog yipped at him.

"You said I should! You said I should go and I quote, 'slip into a tantalising little number and go surprise the wayward sea captain.'"

"I was joking!" said Max as he stared at her in disbelief, "I didn't mean for you to actually do it!"

"Oh Max!" Elsa sighed, "It was awful… I am so ashamed of myself. I feel so stupid."

"What happened…?" he probed gently.

"At first it wasn't so bad, I snuck in and all of a sudden he was kissing me. And it was so wonderful and then… he just stopped and sent me away like I was some misbehaving child. I was so embarrassed I couldn't look him in the eye this morning."

Max was speechless; he really didn't think Elsa had it in her. She wasn't the sort to act rashly. While yes, the whiskey might have helped, but still. Elsa had always been such a cool and collected person in Max's experience. Oh, there had been a few outbursts over the years and he'd seen a few tears here and there. But he had never seen her quite so out of control. If anything, she got mad and they had a good rant over it all with some bubbling champagne. She certainly didn't burst into men's bedrooms in the middle of the night demanding who knows what, if anything it would be the other way around. Elsa was not the desperate type but he knew that she needed the man to be desperate for her.

"Elsa," he said, "I am sure Georg thinks nothing less of you. And you said he was kissing you so I am sure he wants you, no, I know he does! You do have reputations and Georg would not want to compromise yours. What if a child had waken up and come to find their father?"

"That's what he said…" she sniffed and patted her perfectly coiffed hair trying to regain her composure.

"See! Look Elsa, I don't think you should worry. Georg is very fond of you and cares about you deeply. He wouldn't want to put you in such a situation, no matter how tempting that would be."

"Thank you, Max. I feel so silly. I can't believe I did that just because he looked at the silly governess!" she laughed to herself.

"Ha, yes," he said uncomfortably but she didn't seem to notice.

As they continued there lunch, Elsa in much better spirits, Max mostly kept to himself. She mentioned she would talk to Georg when she got back and apologise to him. Elsa continued to chatter away about her plans for the party; he let it wash over him, offering the acceptable contributions along the way. As he had remarked the other day, he was a sponge. And like a sponge, he soaked up everything whether people wanted him to or not. He knew people just saw him as old Max Detweiler, that charming fellow we keep around for entertainment. Max was perfectly happy with this, especially when food and alcohol were involved but it meant he noticed a lot of things that others didn't, or didn't think he would notice. So he had tried to do the decent thing and make everything right with his friends without getting too involved. He felt he had done his friendly duty and intended to leave it at that.

Now, if he could just find a way to get Georg to let him use the children in the festival that would be marvellous.

A/N That's it folks! I do hope you enjoyed it, like I said this is all kind of new to me. I wanted to see Elsa is a more human light, she's still a woman after all. And the June Prompt from the SOM Proboards was to use the line "I was joking! I didn't mean for you to actually do it!".