Disclaimer: Characters and situations owned by Marvel.

Spoiler: For both seasons of Agent Carter, season 2 of Agents of SHIELD (just for the flashback featuring Peggy, though), and Captain America: Civil War.

Thanks to: Wonderful Kathy, shouldering treat duties in addition to helping with my main assignment; this was originally written for the SSRConfidential 2018 Ficathon.


I. Katyn

It had seemed like a clear-cut job, just the kind she'd signed up for. Dangerous, to be sure, but righteous, uncovering the truth where some of the vilest liars in history were trying to hide it. On April 13, 1943, German radio had started to broadcast about a discovery of at least 3000 dead bodies, identified as Polish officers, in the woods of Katyn. Not only did the Germans claim that these were the result of a massacre executed by the Soviets in 1940, when Poland had been carved up between Hitler and Stalin, but they asked for a multinational committee of forensic experts to investigate, consisting not only of various members of the European Red Cross branches but also of Allied prisoners of war, including Poles.

The propaganda value to the Germans was obvious. They wanted to drive a wedge between the Allies and devalue the reports about their own war crimes. When Peggy was tasked to pose as the assistant to one of the committee members, she had no doubt what she would find; that if there had been a massacre, it had been committed by the Germans, who were now even stooping to using the dead bodies of their victims as weapons.

Several weeks later, she was back in London for her debriefing, ashen faced. For starters, there had been far more than 3000 dead bodies. More and more were still being found; by the time she'd left, the number had risen to 12 000, and there had been no end in sight. Going by what she'd heard from the Poles, discovered through the fragmentary documents that had survived in some of the uniforms, they all seemed to have been officers. Most disturbingly, Peggy had found evidence that there had indeed been a direct order of Stalin and his Politburo to execute all captive members of the Polish officer corps in 1940.

In other words, Joseph Goebbels, the devil's propaganda minister, was actually telling the truth.

„Burn it", said her superior about her evidence, and when she stared at him, disbelieving, he took the registry that had almost cost her her life out of her hands and threw it into the flames of the fireplace that warmed the country house he was currently residing in.

„Agent Carter", her superior said, „it's very simple. We need the Russians. Stalin already ended relations with the Polish government in exile when the Poles dared to ask the International Red Cross to investigate. I don't need to tell you how happy that made bloody Adolf and his cronies. They've been busy claiming we're supporting Soviet atrocities and that they alone represent Western values. So the PM will of course declare his utter and complete faith in Uncle Joe's assurances."

Peggy thought about the anxious Polish women who'd been telling her about their disappeared men. The promises she'd made to find out the truth while asking these women to risk their lives by trusting her, because no matter how happy the Germans were about their current propaganda coup, a British spy caught behind enemy lines would end up in a camp at best if she wouldn't be shot, and so would everyone caught helping her.

„But the truth…"

„The truth is that we need to win this war, Carter. We finally have the Americans on board, and that's great. But they can't do what Stalin can. That man has already sent millions to die against Hitler, and he'll send millions more, if he has to. Because he can. Tell you what, the first time the Americans hit the 100 000 mark, they'll get queasy and remember they were doing just fine as isolationists. Now, I don't have to tell you what happens if the Nazis win, do I? Or if they force us into a truce and continue their murders within their own borders?"

She'd seen the fear, smelled it in every corner during her mission. Bodies, far more recent than those in the earth of Katyn. She'd heard the non stop hate in the radio broadcasts. Heard it from the mouths of children, even.

„No", Peggy said, hoarse, with a bitter taste in her mouth. „No, you don't have to tell me."

Not too long after, she got the offer of a transfer to the US, as liason to something called Project Rebirth. She accepted, gladly.


II. Merchants of Death

Howard had stopped producing weapons after the war, and once she'd learned about Finow, Peggy understood why. But when they decided to found the Strategic Homeland Intervention, Enforcement and Logistic Division with Chester Phillips, Phillips told them in no uncertain terms that this state of affairs could not continue if they were being serious about what they wanted to achieve.

„We'll always need weapons", her old ally from the war said bluntly. „New ones. And I have a hell of a time anyway convincing the top brass and the goddamm politicians they should allow this organization on US soil. There's no way they'll say yes to a private army without supervision from either the military or the secret services, because that's what it'll look like." He paused, then added: „Unless there's something in it for them, and I'm not talking about greasing a few palms, Stark."

Neither of them mistook his meaning. Peggy looked at Howard. She remembered the self loathing in his voice when he'd said that Steve had been the one achievement of his that had been unquestioningly good. She also remembered how fascinated Howard had been by Zero Matter, how convinced that despite the disastrous effect it had had on Whitney Frost and on Jason, he'd be able to find a way to harness it. There had been a reason why she'd never let him go anywhere near Werner Reinhardt and his „blue angels". She remembered all those lethal inventions that hadn't even been meant to be lethal which she'd had to retrieve for Howard, his „babies", as he called them. There was in Howard a delight in anything that could be done, with the question of whether it should be done always coming later, sometimes too late.

But there was also the wish to be better, to be something other than someone who excelled at destruction. There was the Howard who'd talked with Jason about finding methods to cheaply synthesize food in order to stop world hunger, the Howard who'd saved Ana from death and Edwin Jarvis from a court martial, who'd handed over a house to Angie Martinelli simply because she was Peggy's friend, who believed in her and understood what she meant when she said they could continue to make a difference, that they needed to because if they didn't, it would mean turning their back on the world.

He was her friend, her good, infuriating, indispensable friend who'd always carried the potential in him to be what Whitney Frost had become. Peggy was aware that he tended to use her as a kind of externalized conscience. Sometimes this irritated her, because she had never asked for this, and sometimes it felt eerily familiar, because if she was honest, she'd used Steve the same way. But she was never unaware that he did it. If she told him that they should forget about SHIELD for now, if that was the price, that there were other ways to help the world, he would, more likely than not, listen to her.

But with the SSR gone for good, SHIELD was needed, Peggy knew it in her bones. It was needed now, not some years in the future, and it was needed with her at the helm. She wouldn't go back to serving as an agent at the beckoning of some superior, be it one of the condescending patriarchs she'd had her fill of or even someone she could respect and work with, as Daniel had been.

„Yes," Peggy said slowly. „We'll always need weapons. And so will the US army."

Howard's eyes were very dark when he poured whiskey into her glass and his. He poured some into Chester Phillips' glass, too, but it was Peggy he toasted when he said: „Here's looking at you, pal."

Stark Industries reopened their weapons division a few weeks later.


III. Mutually Assured Destruction

J. Edgar Hoover had repelled Peggy from the moment she'd first met him, and that impression never changed. When SHIELD, after a brief period in the wild, was sanctioned by the UN as well as the US government, the head of the FBI was one of the people who had to be entrusted with both the existence of her organisation and with her identity. He immediately set out to sabotage her and her people, dregging up every rumor that had ever been in existence about her during the war, trying to bug her friends' apartments, or, in Howard's case, houses, accusing her of sheltering crypto communists and deviants.

Those members of SHIELD who were either not white or not male were particular targets. He was positively gleeful when presenting her with evidence he'd found on Jason Wilkes having been a member of a book club which Hoover swore was a Communist front organization. And Jason wasn't the only one. As Joseph McCarthy was bringing the country to a fever pitch of fear, Peggy was facing the possibility that the barely established SHIELD would be shut down again, with nearly her entire staff ending up either in prison or denouncing each other in front of the HUAC if they should crumble under pressure.

Then one of her newer recruits brought her evidence that Hoover, the same J. Edgar Hoover who'd go on a rant about „sexual deviancy" at any chance he got, was not only living with his second in command, Clyde Tolson, but definitely engaged in a romantic relationship with him. There were photos. There even was, unbelievably for someone who was as paranoid as Hoover, a letter, in his handwriting.

It was the first thing Peggy learned about Hoover that made him sound remotely human. What an odd feeling, she thought, while the calculations started inside her.

„Now we can nail the bastard, Madam Director", he agent said happily. „When we leak this to the press, he's finished. Whoever heads the FBI next can't be as bad. Can he?"

And suddenly she didn't have to think any longer.

„There are things we don't do in this agency," Peggy said sternly. „Sinking to Hoover's own methods is among them. If you bring me evidence he's corrupt, that he's broken the law in any way other than by who he sleeps with, then yes, we'll make it public. But not this."

Shame-faced, with burning cheeks, the young agent mumbled: „I'm sorry, Madam Director."

She saw the admiration in his eyes along with the shame, and knew she didn't deserve it. She also knew exactly what she would do. As soon as the agent had left, leaving the evidence on Hoover's love life behind, Peggy asked her secretary to arrange for a meeting with the head of the FBI.

Not 24 hours later, she had her guarantee that any member of SHIELD would remained untouched by the police harrassment Hoover was subjecting the rest of the US to, for as long as he survived as head of the FBI. Yes, if he was toppled now, whoever replaced him could possibly be a better man. But these weren't good times. The FBI wouldn't change just because Hoover was gone; they'd still find more than enough material against a great many of Peggy's people to make their lives hell. And she might never find any leverage against a good man as Hoover's successor.


IV. Operation Paperclip

Ensuring that Werner Reinhardt would not leave the Rat for as long as Peggy lived wasn't simply because he was a war criminal whose inhuman experiments and blatant lack of remorse put him beyond redemption. It was also, Peggy was painfully aware, her way of living with the compromise she'd made regarding another German scientist who'd been captured during the war.

Swiss scientist," Armin Zola would insist, in his prim voice, if she ever gave him the chance to know her thoughts. Which she wouldn't.

Once a year, Howard took his private plane and some other equipment and visited the icy regions where they'd lost Steve. At first, he'd invited Peggy to join him. When she'd declined, he had assumed this was because she held true to what she told him, that they needed to let Steve go, to move on. But that wasn't the reason at all. What Howard truly was looking for, Peggy suspected, wasn't Steve anymore, or what was left of him, it was absolution. Which a part of him still longed for.

While she knew she wouldn't get it. Not from Steve, nor from his dead body. Steve had told her about the experiments Zola had conducted for Hydra when he'd brought Zola in, captured. She could still recall the horror in his voice. Yes, what Reinhardt had done was worse, but that didn't make Zola the better man.

On the other hand, Zola, as opposed to Reinhardt, had been so ready to throw Johann Schmidt and Hydra to the wolves immediately after his capture that his claim to be governed by enlightened self interest rather than ideology had always been believable. When Aloysius Samberly had been killed and the after effects of Zero Matter at last caught up with Jason Wilkes, Howard was SHIELD's sole remaining genius scientist at a time when Leviathan was flinging inventive horrors beyond measure at them. That simply wasn't enough.

Zola had expressed his willingness to cooperate from the get go, and there had been a lot of interest from various branches of government as well as the private sector once Operation Paperclip had started to branch out and everyone wanted German scientists to compete with those the Soviets had taken. After a stint in prison, he'd worked for the army for a while, but only conditionally, with a return to his cell impending. Until Peggy, fresh from having seen the bodies mutilated by Leviathan's latest endeavour, requested an interview.

He didn't pretend not to recognize her. „It's been a while, Agent Carter," he said, and she didn't correct him regarding her rank.

„Do you ever think about your victims?" she asked abruptly. „About those prisoners you experimented on?"

He was a small man with a high voice, reminding her of the writer Truman Capote whom she'd met at one of Howard's parties and who'd ever since had been plaguing her insistently, wanting to write her story. So easy to regard him as harmless. Or as insignificant next to Schmidt's evil.

Steve's friend Bucky had been plagued by nightmares for weeks after his liberation, nightmares that featured Zola in a prominent position. Some of the surviving Howling Commandos still were.

„That's not what you really want to know, Agent Carter," Zola said. „My answer wouldn't be of any use to you. If I said I repented, you wouldn't believe me, because I would say anything in order not to be send back to the mindless routine of prison, of course I would. No, what you really want to know is whether, if someone like Johann Schmidt were standing in front of me today, I'd still work for him. Instead of devoting my services to organizations led by upright citizens such as yourself, that is. Well, the answer is that no, I wouldn't work for Schmidt again. Or, for that matter, Hitler. I've learned my lessons, and the first one was to stay away from megalomaniac men out to destroy the world for their own aggrandizement. They only turn on you and get you killed in the end, or worse, and besides, without the world to survive, any scientific endeavour is pointless. So yes. If I had the choice again, I'd go with the organization of the many out to help the world over the mad leader every time. Because it's better for me."

Zola joined SHIELD. He devoted his considerable services to the organization, as promised. Far fewer of their agents died of their wounds due to the medical treatments he'd come up with, and Leviathan was not only defeated for good but dissolved. Eventually, he died of cancer in the early 1960s, which was something even he had not found a method against. Peggy suspected that if he could have, he'd still be willing to try, by injecting people with cancer cells. Which was why she had him closely supervised until the day he died. According to reports, there were no attempts at human experiments. Instead, his last year seemed to be devoted to artificial intelligence development, but if that ever resulted in a useable model, it wasn't found in his laboratory after his death.

Peggy breathed easier after he was gone. She didn't consider herself absolved.


V. Post-Mortem

Peggy didn't know Howard's son very well. By the time Tony was born, her own son had been sixteen, and her daughter fourteen years old, so there was always too much of a gap for her children to interact with him, and of course the same was true for her grandchildren years later. Between SHIELD and her own family troubles, including the guilt she carried for missing a lot of her children's adolescence, there wouldn't have been time for a friend's belated offspring anyway. So she mostly heard about Tony from the Jarvises, who adored him, and from Howard, who was alternatively terrified of fatherhood, frustrated by it and inordinately proud. As for the boy himself, she met him a few times on social occasions during school holidays, and that was that.

But when Howard and Maria died, she decided to reach out. Not solely out of sympathy; something gnawed at her about the car crash. At that point, she wasn't director of SHIELD anymore. She'd stepped back over a year earlier, not least because she'd always thought a good leader should be capable of letting go instead of clinging to power through the ravages of old age and into the grave. But several of the agents she'd mentored kept in contact, and young Nicholas Fury, whom she'd marked as having director potential himself one day, told her he had his suspicions. A chance encounter at Howard's funeral had heightened hers. She was, of course, painfully aware that it could simply be the effect of a lifetime full of deceptions and deaths, or her own unwillingness to accept that her oldest living friend could be taken from her by something as random as a car accident.

Still, she remembered, all too well, what she'd felt when finding out the truth about her brother Michael's fate years later. So Tony should at least be told about the possibility. She extended an invitation to spend the weekend at her place and was mildly surprised when he accepted without further ado. Obadiah Stane invited himself along at first, but she quickly manoeuvred him into discovering business obligations when talking about how her son, who was teaching at Berkley, would join them and practice comforting meditations with everyone.

Her son did no such thing; as planned, Peggy ended up alone with Tony.

This quickly turned out to have been a mistake. She'd underestimated the rawness of her own grief, and how it would feel to be near someone who was all too much like Howard while simultaneously brimming over with resentment at him. Tony had all of Howard's mannerisms, down to his body language and speech rhythm. About the only time you could see something of Maria in him was when he was sitting at the piano, playing, of all things, Anarchy in the UK, presumably to provoke her. Instead of being composed, level-headed and treating him with quiet compassion, as she'd planned to, building up to the explanation about SHIELD and the ambiguity hanging over his parents' deaths, she actually let herself be drawn into arguments with him. Terminating the arguments in order to get back on track with this plan by leaving the room so she could regain her composure only made things worse.

„No wonder you and the old man were tight," he yelled at her back. „You're just like him. Guess that's why the two of you banged. God knows why Mom put up with that for so long."

Which was how she found out he'd assumed she had been Howard's longtime mistress. Since Howard had been insistent that Tony was not to know about SHIELD, it was as plausible an explanation as any for all the time they were spending together, and it was hardly the first time someone had made this assumption, though it was the first for years. Normally, she'd have shrugged it off, especially coming from a bereaved adolescent, but this was not a normal time for her.

„Why on earth would you come here if you thought this?" she asked, stunned, turning around again.

He shrugged. His eyes were larger than Howard's, and the face about a decade younger than she'd ever known Howard to be, but the gesture was still so very familiar that she wanted to scream.

Peggy rallied herself as best she could. „Hopefully, you'll discover with time that a man and a woman can be friends. And that there is such a thing as honouring marriage vows."

As soon as she heard her own words out loud, she knew it had been the wrong thing to say. She'd meant it, but it sounded false, condescending, lecturing, and of course he grew even more hostile in response. So she tried again. Peggy had never been one for talking about emotions unless circumstances were very dire. It wasn't how she'd been raised, and later, given her chosen profession, it could be downright dangerous. But she forced herself to open up in order to reach this angry overgrown child, and said what she had never voiced out loud to Howard himself.

„I loved your father," Peggy said. „And so did you."

She meant they'd both loved him as family, with all the darker emotions interweaving into that bond this entailed. That this was the common ground they shared. But as the emotion drained from Tony's face, she could tell he had misunderstood her once again. Now he looked older than he was, and again, very much like Howard, only not Howard in a temper tantrum but Howard in his calculating mode, Howard when he was able to compute just how efficient his latest weapon would be.

„No," Tony said in Howard's coldest voice. „No, I didn't. And that's why I'm here. With him dying like that, and taking Mom with him, I never had the chance to tell him. But you're the next best thing. So here it is. I'm done with him. I'm glad he's dead. And all I want now is never to hear about him again."

A part of her knew this was a seventeen years old who'd had a difficult relationship with the father whom he resembled all too much, lashing out, that he didn't know what he was saying, that she should let it go and try again a few months later, or perhaps even a year, when they were both in a better state. But another, far more powerful part wanted to slap him, hard, and was itching to do just what he was doing right now, use a convenient target for all the grief and anger she was feeling. And she couldn't allow this to happen.

Suddenly Peggy thought: maybe the boy is right. For the wrong reasons, but he could be right. Maybe what he neded was to turn his back on the past, to be done with it. Have that closure, and start his own life. Which would not happen if she told him what she'd meant to. On the contrary, this would just send him on a quest for answers that might never come and ensure he'd never be free of being Howard Stark's son.

„As you wish", she said, her own voice icy and entirely professional, and she could feel the armor she'd built for herself through a life time of lies slip around her.

It was, Peggy knew, a compromise between what she knew to be right, and what she thought to be necessary. Maybe not a good one. But it was a compromise she had to make.