A/N: Noel Holcroft learned a lot about his father in the 1985 film "The Holcroft Covenant", based on the Robert Ludlum book. But then again, maybe he didn't learn that much about a man he never knew.

Money Can't Buy Happiness

"Four and a half billion dollars. That works out to a little over one hundred million dollars for every year I've been alive. Or four dollars for every second. I would have earned almost fifty dollars just in the amount of time it took to say those last three sentences." Noel Holcroft stared down into his drink. "It's so much money that the mind refuses to comprehend just how much it is."

"If it gives you so much trouble trying to comprehend it, why not just give it away?" the man behind the counter asked. It was a slow night, and Joe was hanging around to talk to his favorite customer. Noel Holcroft had been coming into the "Clinkers" bar for many years; his architectural firm's office was a ten minute walk away and it made an easy stop on the way home. Afterwards, it was no problem to hail a cab and be ushered away to his apartment. It was a work night, so he wouldn't be escaping to his self-designed house outside the New York City limits that was a retreat from the hustle and bustle of downtown.

"That's a solution for you, certainly. But just to show how big numbers can be deceiving, if I were to give all that money away evenly to every person on Earth, they'd get to put about ninety cents or so into their pocket. How much are you going to change everyone's life with ninety-five bleedin' cents?"

"Not much I guess. You get all that money from being an architect?"

Noel was taken aback. He had assumed that everyone had seen the press conference and the analysis that had been plastered all over the news. "You don't watch the news?"

"I spend most of my time here running the place. Do you see any news on?"

Noel looked around. He could see two television sets from his bar stool, and both of them had sports on. Thinking about it, he couldn't remember there NOT being some game on whenever he had been in the place - unless it was a commercial break DURING a game. Or commentators TALKING about a game. "No, I don't. You might say I inherited it."

"Talk about a rich uncle."

"Father, actually. Not my adoptive father, but my real one. German General Heinrich Clausen. During the last days of the war they set up a trust fund to make up for their wrongdoing, at least according to the letter he wrote just before taking his own life. Forty-three years later I find out about the trust fund."

"Wait, wait ... I heard some people talking about this. Wasn't there another couple of guys that were going to use the money to take over the world or something? The other fellas got killed though, the way I heard it. That was you?" Joe asked, pausing in his wiping of the bar. He scrutinized Noel. "Nah, couldn't a been you. That guy was workin' with spies and stuff."

Noel stared at Joe and then laughed. "You got me. I was trying out a joke on you. You know, the Prince and the Pauper kind of thing."

"I don't know any Prince Pawper. But if he comes in here, I'll treat 'em like everyone else. Fair and square."

"You're a real credit to the profession Joe," Noel said as he finished his drink and set down his glass. "Best be on my way. And, by the way - fair and square is the hallmark of being a good architect."

"Good seeing you, Noel. Tell you mom I was sorry to hear her shop went up when that car crashed into it. I ain't seen you since it happened. I went in there once - seemed like a nice place, as far as bookstores go. You wanna call a taxi now?"

"It was a very nice place. No thanks, I want to walk a little." Noel picked up his coat from off the bar stool beside him and put it on before paying his bill and going out into the evening air. Twilight was approaching quickly, so he pulled his collar up and set off down the pavement. Three blocks away he paused in front of a storefront. It was boarded up, the plywood acting like bandages covering the gaping hole in the front, the blown-out glass of the windows, and most of the fire damage. 'Holcroft's Book Store' could still be read underneath the discoloration of soot and smoke above what used to be windows. His mom had loved that store and, after fleeing Germany and remarrying an American by the name of Richard Holcroft, had opened the shop and operated it until the incident. She had survived it thanks to a passerby moving her out of the way of the automobile before it smashed into the store.

It had all been a set up from the very beginning. The three German generals of the Wehrmacht - his father, Erich Kessler and Wilhelm von Tiebolt - drew up a covenant and had used funds from the Nazi treasury during the dying days of the party to fund a trust account in Geneva for the three sons of the generals to administer upon Noel's forty-third birthday, with him being the chairman of the three. Out of the blue, while at work on his current skyscraper he had received a call that drew him to Geneva to talk to the banker Manfredi, who was caretaker of the trust. It was at that point that bodies began to tally up, and it was impossible to tell who was on his side or even exactly what side he was supposed to be on.

Noel hailed a cab and rode home, mostly avoiding the cabbie's attempts at conversation. Once home, he set about changing into some more comfortable clothes and pouring himself a nightcap before settling down into a comfortable chair. He quickly went through the messages on his machine, noted that he'd have his secretary revise his meeting schedule later in the week, and relaxed.

He had fooled them. It was far easier to play the amateur than the professional, and everyone had bought it; some were probably even amused at his seemingly amateurish ways. To the world, he was Noel Holcroft - a fairly well-known and respected architect with his designs gracing some of the most modern office buildings. It was his first love. If he only had one thing to do in life, that would be it. You worked with customers and engineers to make dreams become reality in a straightforward manner. Most importantly, as he found out recently, is that no one tries to kill you for being an architect.

Being involved in a secret pact involving money and power, though - that was another thing entirely. There were those who romanticized the craft of espionage and international dealings, distilling the experience down to something that would fit nicely down into a ninety-minute movie. He hated the thought of being one and refused to call himself a spy or an operative or even an informant. But the hardest part was pretending to be the exact opposite of one.

Maybe he wouldn't have been one if his mother and adopted father hadn't sent him to school in England to receive "a proper school education". Thanks to that, he had been made well aware of his father's dealings before becoming a teen. A nice Mr. Lowrey was appointed to be sure to watch over him while he was so far away from his parents. He was sure to keep Mr. and Mrs. Holcroft well updated on little Noel's academic progress and just when travel arrangements could be made for holiday gatherings. The nice Mr. Lowrey also made sure to tell him wonderful stories of how his birth father had prepared a financial trust that could be used in the future to help untold numbers of people affected by the war, just as soon as he turned forty-free.

The nice Mr. Lowrey also told him when he was a teen that he would be very appreciative of any help in keeping the money out of the hands of the wrong people when that time came and tutored him in all sorts of wonderful tricks of the trade known to Military Intelligence at the time. And as he got older still, the nice Mr. Lowrey gave him the last bit of advice before he retired - be sure to practice those tricks when you can do so unobserved and tell no one of your training. As a child it was a game really, one that he really only half-believed.

And as instructed, Noel had done just that. Not a word to his mother about being a "MI6 junior member", or that he even knew anything about his father's German covenant. When he reached the age of forty-three, he expected SOMETHING to happen, and it was a relief when he finally got the call to meet Ernst Manfredi in Geneva. He managed to convey the right balance of ignorance and denial when given the news, and again when he flew back to New York to consult his mother. He didn't expect to get a full story out of her, and she didn't provide one - she just warned him not to get involved. She was genuinely concerned for his well-being he was sure, even if she knew more than she let on. He considered putting on a panicked show for the cops when that Peter Baldwin showed up dead in his apartment building later, but his New York days had taught him that such things happened often just about everywhere and that's the way he played it off to Lieutenant Miles.

Then it was back to London and Trafalgar Square. He had to laugh; calling out the name of the man he was supposed to secretly meet to a stranger was definitely a nice touch of naiveté; he just had to make sure he did it within earshot of whoever his real contact was supposed to be. Lee Leighton was easy to spot, so he feigned ignorance and was rewarded with being chastised by a supposed MI5 gentleman for being careless.

In the church, he made it look like he was having a hard time not turning around while talking to Helden Tennyson - the daughter of von Tiebolt - although in truth he had been trained to sit perfectly still even if an explosive went off behind him. And she bought the lie about him not being able to drive, thus making him seem even more helpless. Mr. Lawrey had taught him to drive at thirteen on the back roads of England in an old Austin - but again, that never "officially" happened.

To be fair, when Helden and Lee took him to meet Herr Oberst he was a little taken back. He knew the trust was a large sum of money, but this was the first time he'd seen a gun pointed at him and it didn't matter whether it was a mugger or, in this case, the head of the Wolfsschanze. Grabbing it away from the old German was easy enough - the trick was making it look like he almost dropped it while pointing it clumsily back at the group. The Luger was a fine museum piece, but a little primitive for his tastes. And he was still trying to figure out who was on what side at that point. He had been tempted earlier to walk away and leave the cloak and dagger stuff to someone else, but he couldn't let the four and a half billion get into the wrong hands. At least as long as he knew whose hands were connected to which arms.

He met Helden's brother Johann, the second of the three sons of the covenant. He actually liked him, but didn't trust him at the same time. Besides pretending to not be able to drive an automobile, he also claimed to have only ridden a horse a few times. This was also a lie, and when Johann mentioned how he had looked comfortable on a horse he thought that maybe he should have gotten tangled in the stirrups or something to throw them off. Fortunately, it was passed off more as beginner's luck than anything.

Next, traveling to Berlin to find the last son had been a shock, if nothing else than he ended up in the middle of a festival celebrating prostitution. From that seedy hotel safe house, they found and talked to the son of Kessler, the famous conductor Jürgen Maas. When Helden was kidnapped during the revelry of the festival, Noel and Hartman gave pursuit. During the pursuit Hartman pointed out the Browning 9mm that Helden had given him in the hotel wasn't operable and assembled it correctly - a point Noel already knew since he had watched her assemble it right in front of him on the bed. An average person wouldn't be able to tell from sight that the return spring was in wrong - of course Noel wasn't supposed to know either, but the knowledge had him scrambling in his mind for a backup plan if it came down to a confrontation. Then, in the shootout in the pursuit of the kidnappers that killed Hartman, Helden didn't notice that Noel had killed the driver of the car with a single shot at a distance from a gun he supposedly had never fired before. He had found that odd considering how suspicious she claimed she and her brother were.

She was a beautiful woman, and he found himself falling for her even as he faked night terrors from the shootout. When she came to comfort him, he allowed her into his bed and his heart. That was the first true surprise he had come across, and a pleasant one at that.

Johann felt it too dangerous to delay the signing and agreed they all should meet up with Jürgen in Geneva in three days' time. Noel and Helden started out by car to Geneva but were intercepted by Lee who told Noel his mother had come to London to see Oberst and wanted Noel there to talk. In the meantime, Helden would continue the drive to Geneva to meet up there with her brother and Noel later.

Finding Oberst murdered in his mansion didn't affect him much, strangely enough, even though he was inclined to believe the old Wolf's Lair leader and had placed him nominally on his side. With "verräter" written in blood on the wall behind his body, Noel still didn't know positively whether it meant that the man in the wheelchair was a traitor FOR or AGAINST the New Reich. Finding video surveillance showing Johann was responsible seemed to point to Helden's brother being on the wrong side. He made it a point not to laugh when Leighton admitted he was no more from MI5 than Noel. It was a true statement, but not in the way the man could have imagined. But when he found the body of his dead mother behind a curtain, it set a resolve in him; it was now personal, and he didn't care which side Johann was on. Lee might want to kill Johann for murdering Oberst, but out of respect the Englishman offered Noel the opportunity first and he claimed it. But to spring the trap on Johann, they had to pretend they didn't know and called Helden to relay the events only, not implicating Johann.

Back in Geneva to sign the papers, Helden told them that Johann was devastated by the news of Oberst and his mother. But she slipped and mentioned a detail that Noel had never told her about the scene. A horrendous blunder on her part, he pretended not to notice until she was out of earshot before he told Leighton. Those pieces finally fell into place.

The only thing left was how to stay alive after signing. He used his architectural experience with presentations to arrange for a surprise press conference after the signing. The best way to hide was in plain sight; evil prefers to lurk in shadows rather than stand in a spotlight. By exposing Johann's plans to become the new Fuehrer and use a list of terrorists, despots and mercenaries as his new agents hired with the trust money, he forced Johann's hand - and that hand was holding a gun. As Johann shot Jürgen with the revolver, Noel charged. He saw Lee draw his weapon out of the corner of his eye but that didn't matter; his only goal was to stop Johann. As he grabbed the gun and held the cylinder to stop the next shot, he slowly managed to aim the gun away from his body and towards the assassin himself. Then it was simply a matter of releasing his hold on the cylinder and allowing the gun to fire. Foolish really - an automatic would have been much harder to stop. As Johann crumpled, Noel thought back on the body of his mother. There was no joy in the revenge, but there was no pity either. There was only...finality.

No, he saved the pity for himself. Later that evening in a hotel room, Hilden watched a newscast of the event. Noel, however, watched her. When she finally asked him to turn it off, he did so. It would have been so easy to go on pretending he didn't know. How could he be with a woman he loved when he knew there would be a time when she would orchestrate his ending? How long could he fool himself that she changed? Not long enough. Quietly, calmly, he let her know the truth. He knew which side she was on. And the other truth - that he still loved her, but it could never be. When she pulled the gun on him, he wasn't surprised. In his agony, he almost wished she'd pull the trigger.

But he knew this woman, including the way she assembled a gun. He gently took it out of her hand, assembled it correctly, and gave it back to her. It was actually quite easy to turn his back on her then as he walked to the window and stared out into the rainy Geneva night. He didn't know what she would do, and that doubt was enough to reassure him it would never work. When the gun fired, he didn't even flinch. The pain that shot through his body was not from a wound but resulted from the sound of first the gun and then her body hitting the floor behind him after taking her own life. He turned to confirm with his eyes what his heart already knew.

That was four weeks ago. He hadn't done anything with the money yet; Mr. Manfredi was keeping it safe and managed as his firm had done for forty-three years, with safeguards set up in the event of his death. Plenty of time to decide how to use it to help people. No more waiting for the day he would be contacted out of the blue about a father he never knew. No more dark alleys, or seedy hotels, or trying to determine if someone was trying to kill him or use him as a puppet.

On one side of the scale, four and half billion dollars and all the potential good it represented. On the other, the loss of his mother. And Helden. And his innocence.

The amount of money that would balance that scale didn't exist in the whole world.

The End

A/N: I knew of this movie for many years (one of about a thousand Michael Caine has done) but only just watched it. Reviews of the film point out a few problems with the story, which may or may not reflect the adaptation from the novel. But it seemed to me that some could be explained away with the right perspective. Although not a spy as such, Noel had been trained and actually knew about the arrangements long ago. Johann knew, Jürgen knew - why not Noel?