Steve stood behind Fury in the doorway of Peggy's room. Fury turned to him and put his arm on Steve's shoulder. "Take as much time as you like." He sighed and walked away. Rogers could tell that Fury wanted to say more, but held back. Why, he didn't know and wasn't in the frame of mind to dissect Nick Fury's motives at the moment. The only person that mattered to him was laying in hospital bed, lost at sea in her own mind. Steve returned to his chair by her bed. When, if, she woke up again, he wanted to be there for her.

Barton and Romanoff watched Fury disappear down the hall. It wasn't in Fury's nature to stay in one place very long. Clint had never minded. But Natasha had always wondered why Fury always kept people, even the people closest to him, at arm's length. She suspected that, like herself and Clint, Fury was haunted by some terrible thing in his past. But, she would never know the whole story; that she knew for certain. Some memories were best left in the past, locked away, never again able to hurt you.

As soon as Fury boarded his chopper, he motioned the pilot to take off. He leaned his head back on the seat and took a good, deep, long breath. He remembered something Peggy had once quoted to him, something written by Oppenheimer:

"In battle, in forest, at the precipice in the mountains,

On the dark great sea, in the midst of javelins and arrows,

In sleep, in confusion, in the depths of shame,

The good deeds a man has done before defend him."

But would their work with SHIELD ever be enough to erase the past? Would the good ever outweigh the bad?

2004

He made his way up the steps of the giant stone building, its columns and carvings highlighted at night with weak spotlights. He never liked the Archives building – afraid they might try to lock him in here one day or something. Her office was just about as far away from the entrance as was physically possible, but he eventually found it. The door was half open, a soft yellow light shone out into the dark hallway. He knocked anyway.

"Yes? Who is it?" she questioned, the trace of a British accent still lingered.

He opened the door all the way and stood at the threshold. She regarded him carefully. Taking a moment to study his appearance.

"Are you the Ghost of Christmas Past?" she quipped.

He smiled and walked into the office. "Alive in the here and now, I'm afraid." He replied. She motioned for him to sit down. "How are you?" he offered.

She cocked her head and smiled, "Right as rain as always, Nicholas."

He took a deep breath, not sure how to begin. She noticed his hesitation. "My, this must be serious." She sighed out.

"I need your help, Agent Carter."

It was her turn to take a deep breath. For Nick Fury to be here in her office, at this time of night, wearing civilian clothes, proverbial hat in hand, something was serious indeed.

How did one begin a conversation like this? He thought. In the past, he would have never been able to discuss a subject like this with a lady like Agent Carter. Not that he thought she was unable to handle the issues – far from it. But that such disgusting matters would never have been discussed between someone like him and someone like her. But this was a new century, a new millennium, and they weren't the people they used to be. Too many decades had passed for either of them to claim they hadn't evolved into something else – people who could clinically discuss the most horrible of subjects as if they were discussing the weather.

"Very well, out with it then." She coaxed, the look on her face telling him that she could handle whatever horrible information he was about to lay in front of her.

"In the 1970's a HYDRA cell popped up in the Soviet Union. It wasn't much different from the other ones, so we treated it accordingly. But by the '80's we started getting chatter that they were up to something that sounded like a Super Soldier program." She nodded in understanding. He breathed deeply and continued, "From what we know, they had taken the component ingredients of Erskins' formula and were trying to re-formulate them. They coupled that with behavior modification theories with the end result being soldiers who were enhanced, but not with the other side-effects." He trailed off, biting his tongue a bit on the word 'side-effects." She narrowed her eyes at him, clearly offended by the fact that he thought she couldn't hear the word 'side-effects'.

"And?" was all she said.

"And, then MI-6 got an agent into the group. What they learned was that the subjects weren't soldiers." He stopped. The images of the photographs haunted him still. "They were children. Little girls. They were experimenting on little girls." He voice broke and he looked down at the floor.

"What kind of experiments?" she whispered, her own voice betraying her shock.

"All kinds." Was all he could say. She could read the files later. Words were not suited for what was contained in them.

"I see." She breathed out.

"The agent died in the line of duty, but she did manage to get some information out. It just wasn't enough for us to be able to find them."

"Why are you here now, Director Fury? What has changed?" she asked coolly.

"One of the girls escaped."

"And?"

"And we have her." He confessed.

"What?" she gasped.

"We have her in New York. She's different, Peggy. She's – she – she can be helped." He slapped his hand on her desk. "If we can help her, then maybe she can help us! This might be our chance to take out these bastards for good!"

Peggy Carter didn't even flinch at the sight of the angry man pounding on her desk. It was sign, a sign that maybe Nick Fury still had some emotion left. Maybe he was still human after all.

She stood up and looked him in the eye. "What are you asking of me?"

"I'm asking you to come back to New York with me and help me help HER." He said, his tone a little softer now, almost pleading.

She nodded. "How could I possibly say no?" she cocked her head at him, "My oath to SHIELD has no time limit, Director Fury." They both knew that she had fulfilled her duty to SHEILD many times over, but it simply wasn't in her nature to turn down a request on something so important.

"Thank you." He managed to get out. "Thank you Agent Carter."

"I can be there by Friday" she offered.

"We'll be ready for you." He replied as he turned towards the door. "Goodbye Agent Carter."

She nodded, "Goodbye Director Fury."

Her chopper hit the helipad on the SHIELD building at 9:00 am two days later. Fury was there to greet her, Agent Coulson stood beside him. "This is the help I promised you, Coulson." Said Fury without even looking at the younger man.

Coulson nodded. Fury couldn't help but notice that even the stoic Phil Coulson blinked in surprise at the woman walking towards them. She was an older woman, fairly petite, dressed in a smart blue suit. Her hair and makeup were flawless, despite having just exited a helicopter.

Fury knew she'd looked at the files. But whatever doubts he had about her fortitude were dashed when he saw the look on her face. It was a look of determination and confidence.

Fury introduced the two agents, "Agent Carter, meet Agent Phil Coulson." She nodded to him in acceptance.

"Gentlemen, please take me to the girl now. There's no time to waste." She declared. Coulson's eye's flickered again at the air of authority in her voice. He knew well enough to obey and order when he heard one.

"Please follow me, ma'am." He deferred.

As they entered the secure wing of the infirmary, Fury could hear screams from inside her room. The two guards regarded their superiors with nervous glances.

"How long has she been like this?" asked Coulson flatly.

"Just about an hour now, sir." Said the senior guard.

"Where's Barton?" asked Fury.

"He took the night shift, sir. We relieved him at 07:00."

Fury nodded, "Very well, open the door please."

The guards looked shocked, "Sir?" the senior one questioned.

"I said open the door." Gestured Fury.

Agent Carter moved forward, ready to enter the room despite the obvious reticence of the guards.

Fury motioned them back and gave them a wink.

The junior guard tapped his code into the security panel and turned the handle. The screaming stopped.

Without hesitation, Peggy walked in the room and looked at Natalia for the first time- a petite girl with long red hair and peaches and cream complexion. Her green eyes were bloodshot from crying. She was in restraints. She was stronger now. Color had returned to her face. But she was still wild, still wouldn't speak anything but Russian, still believed she was a prisoner.

"Leave us now." Carter ordered.

Coulson looked uneasy, but followed Fury's lead and they closed the door behind Carter.

"Hello Natalia" she said politely. "My name is Peggy Carter and I'd like to speak with you, if that's ok?"