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Out of the Shadows

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"I need you to talk to Steve," Peggy says, cutting into Tony's stream of consciousness about maybe, possibly, thinking about, musing over, almost certainly returning to Malibu. She's certain the last coherent sentence was almost two minutes before, and he's just fallen into throwing out words as they come into his mind.

She glances at the window momentarily before turning her attention back to the slim figure in the chair beside her.

Tony's surprised into silence.

Peggy almost congratulates herself at disconcerting her godson enough to stop his avalanche of words. It had been rare enough for her to knock Howard off his stride and, like in most things, Tony doesn't just take after his father, he exceeds him. To actually fluster Tony into wide-eyed blinking is an absolute win; he looks genuinely taken aback.

"Sorry, what?" asks Tony almost stuttering.

"I need you to talk to Steve," Peggy repeats herself.

She folds her hands over her lap. She's wearing clothes today and not just her nightdress and a dressing gown. Her sensible grey skirt is teamed with a sharp white blouse. She can almost pretend she's not in her room at the nursing home but sat in front of a picturesque garden in some lovely tea-room. She frowns down at the coffee in front of her.

"I knew you weren't listening to me!" proclaims Tony finally, regaining his composure. He taps a finger on the arc reactor beneath his t-shirt – a telling gesture of his nervousness at her request.

Peggy had been listening, enough to be concerned. His face shows his weariness; his eyes are shadowed and there are dark smudges underneath; white stress lines pull at his mouth and his skin is a little too pale. He's dressed down in old worn jeans, a t-shirt with the logo barely visible it's so faded and a short leather jacket with a tear in one elbow; worn trainers complete the outfit. There's a smear of grease on the jeans and she imagines he's come straight from his workshop. His dark hair is dishevelled and while his goatee is evident, there is a hint of more than a day's stubble growing along his jawline. He looks nothing like his media ready image.

"No," she says firmly, "I don't think you should run away and hide in Malibu. I think you should stay in New York and help rebuild. I also agree with Miss Potts; you likely have PTSD and you need therapy to deal with what you went through."

"Are you ever going to call her Pepper?" asks Tony, recovering after a moment of gaping at her. "You know she and I have been together for a while now, I think it's probably time you call her…"

"Her actual name is Virginia and do not try to change the subject, Anthony," Peggy chides him gently, careful to keep her tone from being too harsh. She knows he feels everything too much. It's why he's struggling in the wake of his heroic save of the planet against aliens and she's glad he has Pepper Potts in his corner. "It didn't work on me when you were five years old and it will not work on me now."

"You are so faking the dementia thing," Tony says huffily, sitting back in his chair as though he's a teenager and not a grown man.

She raises an eyebrow in silent remonstration. She does have dementia. She's old and her body and mind are failing her. But there's no doubt that she has better days when she's able to drop her pills down the loo rather than taking them. She frowns at that because she's sure she's had that thought before.

"OK, I'll bite," he announces as though granting her a huge favour. "Why do I need to talk to Rogers?"

Peggy breathes out slowly. "You need to talk him out of joining SHIELD."

Tony blinks at her again but it's clearly not news to him. His fingers tap a restless beat on the reactor. He glances at the window for a long moment before he turns back and regards her with a considering look. She waits him out. To some his time thinking would seem uncharacteristic, but she knows him; she's known him since he was a baby and knows the real Tony under the layers of armour he wears.

"Why don't you want him to join SHIELD?" Tony asks with a seemingly careless shrug. "Isn't fighting the good fight what Cap signed up for?"

She notices the way he's vigilant in how he asks the questions; his tone is light with a hint of mockery as though he isn't serious, as though he doesn't care. His whiskey eyes though are a different story; dark and intent.

"We thought we were doing the right thing," Peggy admits. "When the war was over, the Colonel and I both knew that the weapons Hydra had made, the oddities of the alien and supernatural we had uncovered, they needed to be the focus of someone's attention." Her hands grip each other tightly in her lap. "SHIELD was the answer, our answer."

"But…" Tony prompts quietly, his eyes still on hers.

"Sometimes, we create our own demons," Peggy says.

Tony waits for her to continue, to explain. He can be surprisingly patient.

"When we began," Peggy says, "we were at war. We operated in secret but the methods we used were swift, blunt and ruthless; we couldn't afford them to be anything less." She sighs. "When we created SHIELD too much of that followed us into our practices in the field. The Cold War made it worse, forced us even further into the shadows." She looks at Tony, her eyes clear and determined. "I'm not proud of some of the things we did, Tony. There were days when only the thought of Steve was the difference between deciding what was the right thing to do and what was the expedient," Peggy continues. "We'd named ourselves after him, after all. We wanted to continue the fight in his name, to continue to fight on the side of good."

It's difficult to confess her sins. The words get stuck in her throat. She reaches for the coffee and takes a sip, the bitter taste causing her lips to screw up in disgust immediately. She sets it aside again.

Peggy settles back in her chair and sighs. "We did terrible things all in the name of keeping us safe, keeping the world safe." Her sight blurs; tears springing up despite her best efforts and she fights to keep them at bay.

Tony reaches out and takes her hand. He tangles his fingers carefully with hers. His comfort eases her and at the same time makes her feel terribly guilty.

A memory teases at her mind; a road and a car…the thought drifts away. She shakes her head.

"So many secrets," she whispers.

"Aunt Peggy…"

He rarely calls her that these days; had insisted so many years before as a young teenager to drop the Aunt because it was childish.

"Nicholas had no right to get you tangled up with SHIELD even for his Avengers idea. There was a reason why Howard never wanted you involved, never told you about SHIELD," Peggy says, a rattling urgency suddenly rampaging inside of her. "SHIELD is about secrets and lies, operating in the shadows, manipulating events behind the scenes, and hiding. Howard never wanted that life for you."

She thinks it's why Howard insisted on his son being front and centre in publicity for Stark Industries; why he'd encouraged Tony to live his life in the media spotlight. With so many cameras on him, Tony couldn't operate in the shadows.

"And you don't want it for Steve," Tony concludes rightly.

"He wouldn't want it if he was willing to see SHIELD for what it really is," Peggy says forcefully. "He's too caught up in thinking he's continuing the legacy we built around his name." She sniffs. "Nicholas is a good Director, a good man, but he knows how to manipulate people to get what he wants; Steve is no exception."

Tony nods almost absently in agreement at that. She figures Tony is thinking about how Nicholas has manipulated him and hopes it makes Tony reconsider his own involvement with them. She hates that they got to her godson.

On one level though, she admires just how well Nicholas has manoeuvred Steve. He's played on Steve's sense of right and justice; he's played on Steve's love for her and the Howlies; on Steve's nostalgic pining for the past he's lost. Moreover, he's isolated Steve by manipulating his view and relationships with people around him – Tony being a perfect example.

"OK," Tony points at her, "say I agree with you, why don't you talk him out of joining SHIELD?"

"I already bloody tried," she admits, her frustration bleeding into her tone, accentuating the British cut to her accent. She sighs and takes a breath.

"He came to see me earlier and told me he was going to take up Nicholas' offer," Peggy says, "and, of course, I tried to talk him out of it. He wouldn't listen." If Steve had a failing, it was his stubbornness. It was almost impossible to change his mind when he was set on something.

"What makes you think he'd listen to me if he won't listen to you?" asks Tony.

It's a sensible question. An intelligent question.

"He thinks I'm old," Peggy complains with a hint of righteous annoyance. "Old and losing my marbles." Her eyes land on Tony's. "No matter what you might fear, you're not losing your mind."

"I never said I thought I was losing my mind!" Tony shoots back.

"Of course not, darling," Peggy says dryly.

Tony grimaces. His fingers tap restlessly again. "He still won't listen to me." He pauses and meets her eyes unflinchingly. "He doesn't like me."

And her heart breaks a little at his matter-of-factness; at his acceptance that one of his childhood heroes doesn't like him.

"He doesn't know you," Peggy counters gentling her tone again, "but from what little he did say, he knows he jumped to assumptions about you and regrets it."

"Assumptions SHIELD wanted him to form," Tony notes with a sigh. "He got his information about me from them."

"And you got yours from the stories that your Dad and I used to tell you," Peggy says softly. "Stories softened and rose-coloured with grief." She sighs. "Sometimes when we mourn, we forget the flaws; we remake a person into a shining hero rather than a very mortal human with his own failings." She pins Tony with a knowing look. "It isn't Steve's fault that he's more Steve Rogers than Captain America."

She knows her points been made since his face has taken on a shrewd expression which means he's thinking about what she's said.

"I always preferred Sergeant Barnes," declares Tony cheerfully.

The memory snaps into place in her head.

A grainy video she'd found in the archive.

A road.

A car wreck.

An assassin with a metal arm and a familiar face.

Howard, begging for his life, for Maria's…


Oh God.

"Aunt Peggy?"


Peggy takes in a startled gasp of breath. Her gaze jerks immediately to Tony's. He's inched to sit at the very edge of his chair, close to her, his hand on hers. His eyes are dark and worried as they take in her distress. She tightens her grip on him. "I have to tell you, Anthony, I have to tell you the truth."

"What truth?" asks Tony, visibly confused. "Aunt Peggy, are you…"

Footsteps are approaching quickly; she's running out of time.

"About Howard, about Maria," Peggy begins hurriedly, "about how they died. Tony, I'm sorry…"

"Mister Stark," the nurse's sharp tone cuts across Peggy's voice, "I'm going to have to ask you to step out." She steps around to the front of them, and Peggy can see the training in every move the nurse makes.

She's SHIELD but not SHIELD. The other truth she had found rattles into her brain like a steam train and shakes Peggy. She can never remember how she ended up in the nursing home, but Peggy has always known they've kept her under watch. She thinks of her mental clarity; of the pills she'd thrown in the loo.

"But…" Tony protests as Peggy holds onto him.

"Ms. Carter is clearly in distress," the nurse says firmly, tension signalling she will act if Tony doesn't comply. "We need to see to her."

"Right…" Tony says, darting an uncertain look at Peggy as though asking for her guidance.

Peggy looks at the nurse, at the resolution on the woman's face. She wishes she was younger; wishes for a weapon and the physical ability to protect Tony and herself. Well, she can protect Tony.

"It's alright," Peggy says, adopting a conciliatory air, "I…" she shakes her head as though dazed, "I think I might need a nap."

Tony frowns. He's too smart for his own good. For a horrible moment she thinks he's going to argue, but he glances back toward the corridor and nods. He squeezes her hand. "I promise I'll talk to Steve."

"Thank you," Peggy says, guilt claws at her as the secrets she's hiding presses up against her throat and almost spills from her lips anyway.

Tony slides forward and kisses her cheek. He stands and with a quick salute at the nurse, he's gone.

Peggy sits still for a long moment, her heart pounding, her breaths short.

"Let's get you back in bed," the nurse instructs.

Peggy nods. She's looks back to the open door. She can only hope and wait for another opportunity.


Tony casually picks up the wallet on the side table as he saunters out of Peggy's room, battling with the urge to turn around and do something impetuous which will probably be the wrong thing to do. He wonders what Peggy had to tell him about his parents; he wonders at her distress and the clear way she'd urged him to leave rather than argue with the nurse. His brain is making speedy connections and he doesn't like where his thoughts are headed.

He tosses the wallet at the tall figure standing just outside the room, hovering in the corridor. "I'd say this was awkward but…" he shrugs.

Steve catches his wallet and looks back to the room, worry plainly evident all over his All-American face. "Is she…"

"She'll be fine," Tony says. He has his own concerns about that, about the nurse who had shown up. He's beginning to question why he's just accepted that Peggy has dementia. He looks at Steve. "She wants us to talk so…let's talk."

They settle on driving out to the next town over to a roadside diner. Well, Tony drives and Steve follows on his motorcycle. Tony ushers them into a booth and they order coffee and pie. Tony sets his phone on the diner table and taps it.

"Privacy protocols, please, JARVIS," Tony instructs.

"Privacy protocols enacted, sir," JARVIS states crisply.

Steve stares at the phone for a second before he shakes himself visibly and looks over the table at Tony. "I heard everything."

"I figured," Tony says. "Peggy knew you were there." He figures she'd caught a reflective glimpse in the window of Steve lurking in the doorway the same way he had.

"You called her Aunt Peggy," Steve notes evenly.

"She's my godmother," Tony counters unapologetically.

Steve takes in a deep breath and sits back, his eyes on Tony. "I didn't know that."

"There's a lot you don't know," Tony points out. He sits back as the waitress arrives back with the coffee and pie. He picks up a fork. "So, let me say this because I promised her and then we can move on: you shouldn't join SHIELD."

Steve's jaw clenches at the unequivocal direction.

"Frankly, I think you'll do what you want anyway," Tony forks up some pie, "but she wanted me to say it so it's said, and now we can talk about other things."

Steve gives him a hard look. "You think we have something else to talk about?"

"Depends," Tony says, "are you interested in what happens to Peggy Carter?"

Steve's brow creases. "I don't know what you mean by that."

Tony licks his fork and twirls it. "Peggy was diagnosed with early on-set Alzheimer's, a type of dementia, while I was in Afghanistan. One of her sons died in Vietnam, but her other son lives in England. Her grand-niece, her goddaughter, lives in D.C.," he pauses, "Sharon works for SHIELD. She was the one who arranged for Peggy to be admitted to the nursing home."

Steve shifts in his seat, but Tony can see he is listening.

"The first I heard was when Danny called me after I came back to the States, he was upset that Sharon had made decisions for his mother without telling him," Tony continues. "He wanted me to see if I could intervene. I checked it all out and it turns out Peggy had given Sharon legal authority to make decisions on her behalf."

"So, it was above board?" asks Steve, gesturing at Tony.

"Paperwork seemed to be in order, except…" Tony points the fork at Steve, "every single person involved is SHIELD."

Steve looks at him for a long moment. He sighs and leans forward. "This is you trying to talk me out of SHIELD, isn't it?"

Tony blinks. "No," he drawls, "this is me worried about Peggy." He gestures with the fork. "You were there, right? You saw the way that nurse rushed in just as Peggy remembered something about my parents?"

Steve looks momentarily discomfited as though he remembers the scene in his head. He shakes himself a moment and meets Tony's gaze. "Peggy was upset; that's what I remember."

Tony blows out a breath and tosses his fork down on the plate with his half-eaten pie. "She remembered something; she was going to tell me."

"Even if she was," Steve counters, "she was upset and the nurse was right to intervene." He slides out of the booth, and drops a few dollars on the table to cover his uneaten pie and coffee. "Peggy's ill and maybe if you distress her so much, maybe you should stay away from her."

Tony's so furious for a second he can't speak. He knows one thing: he's not about to let Captain Pompous tell him to keep away from his godmother, but he swallows down his angry retort as he catches sight of the wide-eyed waitress in the corner.

Steve takes a step away from the table and turns towards the door.

"I was right about the weapons," Tony says sharply. He pulls out his own wallet and drops almost twice as much as Steve onto the table.

Steve looks back at him, frowning. "What?"

"On the helicarrier," Tony prompts as he slides his phone off the table and stands up to get face to face with him. "I was right about SHIELD keeping secrets, about building weapons."

Steve looks completely thrown.

"Maybe you should keep that in mind when you're weighing up who's telling you the truth," Tony tosses the money on the table. "See you around, Cap."

Tony walks out, sliding his sunglasses on his face as he goes and gets in his car without waiting for Steve. He guns the engine and pulls out of the diner's lot before the star-spangled hero gets to his bike. He turns his car back in the direction of New York.

"Give me some tunes, JARVIS," Tony instructs briskly.

Black Sabbath starts to play over the car's audio.

Tony takes a breath and presses down on the gas. "Go hunting, J," he instructs his AI, "find me everything on anything and anyone to do with Aunt Peggy."

"Yes, sir," JARVIS replies. "Does that include Captain Rogers?"

"Everyone, JARVIS," Tony replies, "I want to know what they're so keen to stop me finding out."


"Uh, sir, are you alright?"

The waitress startles Steve out of his frozen position in the diner watching as Stark drives away.

Steve gives her a sheepish smile and with a quick apology as he gets on his way. He straddles his bike and pauses.

There's a disturbing amount of guilt roiling around in his stomach. Hadn't he decided he was going to listen to Stark with an open mind? He'd been slightly mortified at realising he'd left his wallet in Peggy's room and completely thrown at hearing Stark in the room with her.



Stark was Peggy's godson. Steve wondered briefly if he'd made it home from the war whether he would have been Stark's godfather. A shiver goes down his spine.

Steve would like to say he hadn't meant to listen in on the conversation but that would be a lie. Peggy's words about SHIELD had resonated but he'd thought…

And then Stark had said Steve wouldn't listen to him because he didn't like him. Which isn't true. Not really.

Steve knows the information he'd been given by SHIELD was one-sided and designed to paint Stark a certain way. Steve's ashamed he'd fallen for it. But…Stark is annoying.

He's Howard but with the volume turned all the way up; a showman, larger than life; a smooth-talking rich guy who makes Steve feel like he's still a gauche tiny punk from Brooklyn.

He can hear his mother's remonstrations already in his head for jumping to judgement; Bucky's chiding remarks and a phantom punch on his upper arm.

The problem, Steve thinks, is that the real problem with Stark, the really, really, annoying problem with Stark is that he's been right every time. He had been right about Thor and the hammer, Loki's ease of surrender and what Loki would do, about the weapons and SHIELD…

Which means that Stark's probably right about Peggy being in trouble.

Steve turns the key on the motorcycle and heads back to the nursing home. He parks the bike on a dusty track paralleling the estate, takes his shield and makes his way across the grounds. He's careful to keep out of the sight of the cameras; to watch for silent sensors and laser trip-wires. He makes it back to the building as night falls.

He sneaks into the home and makes his way to Peggy's room. She's asleep in the bed.

Steve frowns as he searches the room silently for bugs. He finds two listening devices but thankfully no cameras. It's probably too risky to keep a camera in the room, Steve thinks. Her regular visitors are likely to notice a camera even a hidden one.

He heads out and down the corridor to the nurse's station. She's not there.

Steve listens intently for a sign of where she is and he follows voices down the corridor to a small room with a brass sign on the door declaring it the Manager's Office.

A tall man with a military haircut, dressed in fatigues and combat boots, stands with his back to the doorway and Steve; out of sight the nurse is talking…

"…and I'm telling you it was really close today. I had to leave Stan in the middle of the garden to intervene before she could tell Stark about his parents being killed by the Winter Soldier. We need to put her down for good." The nurse says harshly.

The guy shakes his head. "Carter means too much to too many people in SHIELD. You put her down immediately after she has an incident with Stark and with Rogers in the vicinity? It will attract questions."

"What are my orders then, Rumlow?" asks the nurse sharply.

"Up her medication and tell Stark the family have requested that he cease to visit," Rumlow says. "I'll have Sitwell arrange everything with Sharon Carter; she's gullible and she'll be happy to keep Stark away when she hears reports of how distressed Peggy is becoming at his presence, how she keeps thinking he's Howard."

"Very well," the nurse says, "I should get back to work before the duty manager returns to the office."

"Of course," Rumlow growls, "heil Hydra."

Steve's heart leaps into his throat. Before he's processed what he's doing, he's moving – a sharp blow to the head takes out Rumlow; he kicks the nurse as she leaps for him. She ends up on the other side of the desk but she's back on her feet immediately. Her fighting style reminds Steve of Natasha.

They spar, exchanging blow after blow before Steve can find an opening and knock her out too. He ties the unconscious pair up, gags them, and shoves them into the closet at the back of the office. He takes the car keys off the manager's desk and hurries from the room.

He runs back to Peggy's room and quickly picks her up. His exit from the home is swift. He immediately heads to the vehicle, thanking God about the automatic unlocking and beep which identifies the car when he presses the fob. A moment later he's driving away with Peggy tucked into the passenger seat.

Steve breathes hard, his mind racing.


Hydra is still around.

Hydra had some kind of assassin called the Winter Soldier kill Tony's parents, kill Howard.

Hydra had been in the nursing home ensuring Peggy didn't talk.

But Tony had said SHIELD had arranged the nursing home; people who worked for SHIELD.

Steve clenches his hands around the steering wheel and has to remind himself to grip gently. He presses down on the accelerator.

He only knows of one safe place.


Peggy thanks Steve as he sets her down on the sofa. The tower provides a spectacular view of the New York skyline. The dawn light is beginning to break across the horizon. Peggy breathes it in. Her mind is clear.

"You're sure about this?" asks Steve.

He's uncertain; she can see it in his eyes. Uncertain even though they've talked and talked since she woke up in the car and realised Steve had saved her once again. But Steve doesn't know Tony the way Peggy does. Tony will be hurt but he deserves the truth. Moreover, she knows Tony will work past the anger and into fixing; fixing is what he does, what he's truly brilliant at doing.

Even as she thinks about him, Tony runs into the room. He's wearing the same t-shirt and jeans; he's barefoot. His arms are streaked with grease and there's a smear of it over his face.

Tony looks at her and looks back at Steve. "You couldn't wait for the computer?"

Steve shrugs, but he relaxes a touch as though Tony's words have more meaning than Peggy can guess.

"Come and sit," Peggy says, holding out her hand to her godson and grateful when Tony takes it and sits beside her. She takes a deep breath. "I have something to tell you…"

"No," Steve says and sits behind her, his hand on her shoulder, his eyes determined and steadfast on Tony, "we have something to tell you."

Peggy looks back at him and he looks at her; nods his agreement and his support. She blinks the tears out of her eyes and turns back to Tony.

Tony grasps her hand, his own shaking.

"When you were in Afghanistan," Peggy begins, "I was in the SHIELD archives trying to find some information, and I found a video…"

She tells him all of it.

She tells him how they'd tricked her about his parents with a fake autopsy; how she hadn't known until the video…how she'd told the wrong person at SHIELD and ended up with her mind a mess in the nursing home.

She tells him about his parents, about the Winter Soldier; about how the Winter Soldier was once Bucky Barnes, before he was captured, brainwashed and tortured.

Tony's eyes are bright with tears when she's finished, but his hand is tightly holding hers. He swipes a hand over his face and she reaches out to cup his cheek. He leans into her touch for a scant moment. He kisses Peggy's hand and stands up.

"Hydra, huh?" Tony's eyes flicker to Steve.

"Guess you were right about SHIELD," Steve says simply. He sighs. "I guess you were right about a lot of things." He squeezes her shoulder and stands up. He holds out his hand. "I'm Steve Rogers. I'm pleased to meet you."

For a second Peggy holds her breath as she waits for Tony to respond to the silent apology, to the gesture of starting over.

Slowly Tony reaches out and shakes Steve's hand. "Tony Stark. Pleased to meet you too, Cap."

Steve places his hands on his hips when they let go and looks at Tony sombrely. "So, what do we do now?"

"Now?" Tony smiles grimly. "Now we take down Hydra."

Peggy settles back as the two men fall into planning and the cadence of their voices rises and falls. They make an interesting contrast, but she knows together they'll make a brilliant team – if nothing else, Nicholas is right about that.

She looks out at New York at the sun rising in the sky; it's a new day and light floods the room.

Peggy smiles; she's finally stepped out of the shadows.

The End.