A/N: This story has been a bit of a work in progress over the last year and a half since I was challenged a while ago to write something new, fresh, AU and a little snarky.

Set during WW1 (around 1917) in the town of Pola (now Croatia but then part of the Austro-Hungarian Empire). Besides finding out that the port was one of the main naval bases in the Empire, this story has no historical context to it (please forgive me!). This is just an AU story about Maria and Georg meeting and falling in love in a slightly different way. There are no children this time (seriously, they just get in the way of all the good M and G stuff, right?!) and we have nurses, not nuns. However, most of our favourite characters (like Sister Berthe) still make an appearance and there are many aspects of the original story that are flipped, repurposed and/or intertwined into this new story.

It is a little different to my usual stuff, but please give it a chance… Let me know what you think! Reviews are very welcome and there is much more still to come.

To the friend who I originally started writing this for and then to the other friend who has continually encouraged me to keep writing this story even when I wanted to stop writing, thank you!

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The Lonely Goatherd – Chapter 1

The door banged behind them and the three women linked arms and giggled as they left the hospital for their well-earned night off.

"Oh Maria," Sophia exclaimed. "I can't believe it's our first night off since we arrived in Pola a month ago."

"I know," replied Maria. "Between tending to the few sailors we still have in the wards after that submarine explosion several months ago and keeping the hospital clean, we've barely had time to breathe! Not to mention how Sister Berthe has been working us solidly both day and night. She's so strict. Part of me wonders whether she insists upon us kissing the floors just to make sure that we've cleaned them properly."

"Cleaning! Ha! At least you get to tend to patients. I have nothing to do but clean since the rest of the sailors have been back at sea," Margaretta piped up. "And I thought I was signing up to be a nurse! So much for the adventure."

"Well, this is an adventure, leaving Salzburg to come here away from everybody and everything we've ever known," said Maria with a sigh.

"You sound as though you're sorry you came," Sophia questioned her.

"Oh no, not at all," Maria clarified with a smile. "I've always longed for adventure, to do the things I never dared, and here I'm facing adventure…"

"And you're wondering why you're so scared?"

Maria shook her head and laughed. "Not scared at all! No, I'm just eager for the adventure to get going. There are so many things I want to do, places to see, people to meet…"

"…and men to fall in love with?" Margaretta giggled, her thoughts always drifting to members of the opposite sex.

"Men? No!" Maria exclaimed at once. "I'm not here to meet a man and fall in love. I was sent here to be a nurse on God's errand, to go searching for love would be wrong."

"Oh I wouldn't go searching for love, but if some handsome sailor came my way, well I wouldn't say no to a little romance," Margaretta sniggered as she poked Sophia in the ribs with her elbow. Sophia laughed along with her friend while Maria just rolled her eyes at her two friend's antics and changed the subject.

"So ladies, where should we go tonight?"

"I heard the teahouse was good," Sophia said.

Maria agreed. "Alright, let's go there. Do you know where it is?" Sophia nodded and led the group of women down the main street to where the teahouse was located. But as they got there, they saw, to their dismay, the doors were closed and the lights were all out. It was clear that the teahouse was shut for the evening.

"Oh no," groaned Sophia. "It's shut. What are we going to do now?"

"Is there anything else open?" Margaretta asked hopefully. The three women scanned the main street up and down with their eyes. It was dark and deserted. "So I guess that's it," Sophia sighed in defeat. "We'll have to go back to the hospital early. And I was so looking forward to our night off." Sophia wiped away a tear from the corner of her eye.

Seeing how disappointed and upset her friends were, and feeling disappointed and upset herself, Maria made a decision. "Sophia, Margaretta, our night isn't over yet. Let's go for a walk and search for another place. There must be somewhere else that's open, possibly off the main street."

"How can you be so sure?"

"Well I heard Sister Berthe telling one of the other nurses that some of the navy ships are back in port today, so obviously the sailors would have to go somewhere while they're on shore." While Margaretta seemed excited by the prospect, especially at the mention of sailors, Sophia looked uncertain. But Maria pulled both their arms and hauled them off the main street and towards the harbour.

They had only travelled around half a dozen blocks when they heard the sounds of music and loud cheering coming from nearby. Walking a little further and then around a bend, they came across a large tavern. The lights were blazing and there seemed to be a buzz of activity around the place.

Maria turned to her friends, her eyebrows raised. "Well?"

Margaretta and Sophia looked nervously at each other, then at Maria. "Err... Maria… we don't know."

"Where's your sense of adventure?" Maria asked.

"Back in Salzburg," Sophia grumbled through gritted teeth.

But before Maria could reply, the door swung open and a sailor stumbled out of the tavern and immediately vomited into the gutter next to them.

The three women looked at him in shock. Maria was the first one to recover. "Uh, better out than in, right?" She gave a nervous laugh. Margaretta and Sophia looked at Maria in horror and flinched like they were about to run back the other way, but Maria grabbed both their hands before they could move more than a step away.

Seeing the anxious looks on their faces, Maria gave her friends a reassuring smile. "I know it isn't ideal, but it'll have to do. You don't want to go back to the hospital this early do you?"

Although the two women shook their heads, they didn't appear convinced in the slightest. Maria glanced up and saw the sign hanging above the tavern door: The Lonely Goatherd.

"Look: The Lonely Goatherd," Maria pointed to the sign. "Surely with a name like that, it can't be all bad, right?" Both Margaretta and Sophia nodded slowly in agreement as Maria added, "and I bet they even yodel in there too!" Maria laughed as she opened the door with one hand and yanked her friends inside with the other.

As soon as they were inside, they stopped up short. The smell of beer and stale whiskey was overpowering. The tavern was filled with smoke and standing on a nearby table were three men; their arms were linked as they swayed from side to side yodelling loudly.

"O ho lay dee odl lee o, o ho lay dee odl ay, o ho lay dee odl lee o, lay dee odl lee o lay!"

Maria sniggered and turned to her friends with a pointed look that sort of said, "See?" then she pivoted back to look around the room for a spare table. The tavern was crowded so their entry into the room had gone almost unnoticed by the vast majority of sailors who were busy drinking, eating, laughing and gambling.

But as Maria's eyes scanned the room, she caught the eye of man sitting with a bunch of other men on one side of the room. Talk, dark and handsome, he had an aristocratic visage with chiseled, angular features and he appeared just several years older than herself. His expression was unreadable, yet his eyes were so intense and piercing that he made Maria instantly feel uncomfortable. It seemed strange that he seemed so solemn and serious while everyone else in the tavern was so animated and lively.

Maria tried to ignore the way the man was staring at her as she continued her search for a table. Finally she spotted one on the far side of the room and Maria dragged Margaretta and Sophia through the crowded tavern until they reached the table, all the while feeling the man's eyes following her as she crossed the room.

Tying to ignore him, Maria pulled her chair out from underneath the table and sat down. "Woo-AHHH!" she yelped as she sprang back up, feeling something spikey poking into her backside.

Margaretta and Sophia looked at Maria in alarm. There was a moment of silence as Maria eyed her chair and saw the offending item – a pinecone. "Enchanting little ritual," Sophia finally managed to cough out, still surprised at Maria's performance. "Something you, ah, learnt at the hospital?" she asked with a laugh.

"Oh, err…, I…" Maria stammered as she wildly glanced around the tavern, hoping no one else had seen her embarrassing exhibition. The only person who seemed to have seen was the dark-haired man. At once she locked her gaze with him and, amused at her performance, his lips curled upwards in a half smile.

Feeling a tad annoyed that he was laughing at her expense, Maria narrowed her eyes and turned her face away from him. She lifted her chin and mumbled her excuse to her friends, "Um, er… rheumatism." Maria quickly swept the pinecone off her seat and sat down, trying to pretend like the entire incident never happened, while the thought of why a pinecone was on her seat in the first place barely entered her mind.

Moving on with their night, Margaretta beamed at Maria, obviously pleased that side of the tavern it was far quieter and a lot less smoky. After the rowdiness of the entryway, their little table had an almost pleasant atmosphere surrounding it.

"I have to say Maria," Sophia said looking around the room. "I had my doubts when you suggested this place, but it isn't so bad. It's almost uh, fun!" she giggled.

Maria agreed with her friends, however she couldn't shake the feeling of being watched. Turning her head slightly, she could see from her peripheral vision that the dark-haired man was still watching her very closely. But as soon as she turned her head further around to glare back at him, she discovered he was no longer paying her any attention but was in deep conversation with the man next to him.

Shaking her head and trying to dismiss the man from her mind, Maria began to chat to her friends. However a few minutes later, a waitress arrived to take their orders. As Sophia and Margaretta listened to the waitress rattle off the special's menu then order their meals, Maria's attention was taken away by the sounds of cheers and clapping somewhere behind her.

Turning her head to see what the ruckus was about, Maria saw a tall woman with platinum blond hair pilled high upon her head in barrel curls enter the tavern. With a perfect hourglass figure, lips painted bright red, high cheekbones and perfectly sculpted eyebrows, she was beautiful. But she was dressed in the most revealing, bright red glittery dress; the curve of her breasts gently spilling out of the top of her tightly fitted bodice. The sight of her made Maria's eye pop out slightly. But it also made Maria feel very aware of her own appearance: her golden hair cropped short against the nape of her neck and she was wearing the only dress she owned apart from her nurse's uniform, an ugly dark grey travel dress. She shifted in her seat uncomfortably.

Maria then watched the blond woman pass by the sailors. She stopped in front of each one, allowing them to kiss her hand, until finally she arrived at the dark-haired man. Without batting an eyelid, the woman swept herself into his lap and kissed him fully on the mouth as the rest of the sailors cheered. They are a couple? Maria wondered to herself. But then a moment later, the man ushered the blond woman from his lap and gave her several playful taps on her backside before he resumed his conversation with the man next to him.

Maria felt curious. Not taking her eyes from the blond woman as she pranced about the room, Maria asked the waitress next to her, "Who is that?"

The waitress turned her head to follow Maria's gaze. "That's Elsa," the waitress informed Maria. "Although she likes everyone to call her The Baroness since she owns and runs this place."

Maria made an "Oh" shape with her mouth before she asked, "and who is that?" Maria gestured towards the dark-haired man with her head.

"Him?" The waitress scowled. "Oh that's the Captain. Probably best to stay well clear of him."

"Why?" Maria immediately wanted to know. There was something about the man that made her very apprehensive, yet she felt intrigued by him at the same time. But before the waitress could answer, she got called away by men at the next table.

"What was that about Maria?" Sophia asked once the waitress had gone.

"Oh nothing," Maria tried to shrug it off. "Just a little curious, that's all." Sophia didn't ask Maria any further questions and the three of them relaxed into easy conversation about life at the hospital, their time away from Salzburg and what they missed most about home. After a few minutes, their meals and drinks were brought out and to Maria's surprise, the food was quite delicious.

But as she ate and talked with her friends, Maria started to get the same sense as she had before that she was being watched. Looking out of the corner of her eye again, she saw the Captain was observing her once more. Feeling even more determined to ignore him, Maria tried to concentrate intently on the conversation with her two friends. She twisted her body around and placed her elbow on the table, resting her chin in the palm of her hand so that she couldn't see him, even out of the corner of her eye.

It worked for a few minutes until the sounds of a scuffle, breaking glass then a deep voice barking orders got her attention. Maria turned to see the Captain on his feet reprimanding two drunken sailors who were about to brawl. There was something about the ferocity of his tone and the fiery glares the Captain was giving his men that made Maria instantly dislike him even more. Then a moment later, Elsa, the Baroness appeared at the Captain's side. She kissed his cheek then whispered something into his ear and at once he sat back down in his seat but the look of irritation on his face remained. But then he looked right over in Maria's direction and their gazes locked. At once his irritated expression vanished to be replaced by a look of genuine curiosity as his lips curled up once again in a half-smile.

Feeling her face begin to flush slightly, Maria broke his gaze and turned back to Margaretta and Sophia. "So, where were we?" Maria asked them brightly.

Sophia didn't reply but just looked up past Maria's shoulder and bit down on her lip nervously. Feeling the hairs on the back of her neck stand up, Maria knew someone was behind her. No, he was behind her.

"Hello," Maria heard him say. She squeezed her eyes shut and took a deep breath before she turned slowly around in her seat to see the Captain standing behind her. Her breath caught in her throat. He was far more handsome close up than what he'd appeared from the other side of the room. His dark hair was thick and wavy and swept up in a sort of poof hairstyle, and for a moment Maria wondered how long he spent each day getting his hair to do that. His eyes were blue, a deep rich blue that Maria was sure that she could easily get lost in if she stared into his eyes for long enough. Yet there was a certain overpowering presence about him. He was the kind of man that could command just about anyone to do just about anything. Certainly not a man to be trifled with.

"I haven't seen you ladies here before," the Captain remarked and although he was speaking to all three of them, he kept his eyes firmly fixed solely on Maria. "And I thought I knew all the women in town," he said, the words seeming to roll off his tongue effortlessly.

Charming, Maria thought, but yet slightly arrogant.

"We're nurses at the hospital," Sophia explained before Maria could say anything.

"Ah," the Captain replied. "I see. And how long have you been here in Pola?"

"About a month," Margaretta replied, blinking her eyelids at him flirtatiously. "But it's the first opportunity we've had to explore the town since we arrived from Salzburg."

"You're from Salzburg?" the Captain asked, his eyebrows raised. Both Sophia and Margaretta nodded. "What a funny coincidence for so am I!" He flashed a charismatic smile at the three women. "Forgive me, I haven't introduced myself. Von Trapp, Captain Georg von Trapp, and you are…?"

"Uh… Margaretta and Sophia," Margaretta thrust her hand practically in the Captain's face. He shook it awkwardly before flicking his eyes back to Maria, inclining his head towards her as to inquire after her name as well. "… and this is Maria," Margaretta told the Captain on Maria's behalf.

"Maria…" he repeated, his whispered voice sounding almost musical as he said her name. The Captain picked up Maria's hand and placed a gentle kiss on the back of it. His eyes never broke contact with hers and at once Maria felt her heart begin to thump loudly in her chest. Part of her felt flattered at gaining his attention but the way his blue eyes continually seemed to pierce right through her made her feel extremely uncomfortable.

"Was there something you wanted?" Maria asked him innocently, trying to keep her voice steady.

"Yes, in fact," he replied softly. "I would like to buy you a drink."

"But I already have a drink," Maria exclaimed straightaway, motioning to the glass on the table in front of her. But the moment she said it, she wanted to kick herself. Idiot, Maria! A handsome man wants to buy you a drink and that's the response you give him?

"You can buy me a drink," Margaretta piped up hopefully, but the Captain ignored her.

"Something else then?" he asked, pulling up a chair from the next table and sitting down next to Maria. "Dessert? Coffee?"

Maria felt her face start to flush again and she opened her mouth to reply. But then she remembered the fierce way the Captain had spoken to his men, and how uneasy he had been making her feel all night by the constant way he watched her, not to mention that only minutes before he was kissing and flirting with the Baroness. She's heard about men who liked to flirt with all women, irrespective of any attachments or relationships they currently had.

At once she hardened. As handsome and as charming as he appeared, there was a darkness about him that unsettled her. Furthermore, the Captain seemed like the kind of man who had a girl in every port and she didn't want to be that girl.

"No thank you, Captain," Maria replied coldly. "In fact, I feel it's time for my friends and me to leave." Maria began to stand up but the Captain placed a firm hand on her shoulder stopping her.

"Have I said or done something to offend you Maria?" he asked gently, once again the stare from his deep blue eyes seemed to pierce right through her.

Swiftly removing his hand from her shoulder, she stuck her chin out defiantly before speaking fiercely. "Only this: next time you approach a woman wanting to buy her something, I suggest you stop frolicking around with your Baroness friend in front of her first."

The Captain narrowed his eyes, confused for a moment before he let out a raucous laugh. "Elsa? Oh no, Maria! You've got that all wrong." He laughed again.

"Have I?" Maria retorted sharply, her anger rising at the feeling of being mocked.

"Please, let me explain."

Maria got to her feet. "No, don't bother," she replied hotly as she turned to beckon Margaretta and Sophia to leave with her. "We're leaving…"

"Well, well, well," another voice suddenly interrupted. "What have we here?" Maria turned back around to see the man to which the Captain had been speaking to earlier was now standing next to them. He had a narrow moustache and bushy eyebrows while his dark hair was slicked back on his head. Smiling at them, the man had a friendly expression on his face.

"Nurses from the hospital," the Captain explained to his friend. "Margaretta, Sophia and Maria."

"Pleased to meet you all," the man remarked pleasantly, extended his hand. "Max Detweiller, at your service. Impresario, charming sponge and…."

"… my lieutenant," the Captain added with a light cough.

Max sighed. "Yes, your lieutenant. You always do like to rub my lower rank in my face, don't you Georg?"

The Captain narrowed his eyes and gave a tepid laugh. "Is there something important you actually wanted, Max?"

"Only to tell you the men are ready to head back to the base when you are."

Looking at Maria closely and realising she was unlikely to budge from her opinion of him at the present, the Captain nodded faintly. "Well, it seems like I'm ready right now." He gave Maria and her friends a slight nod of his head. "If you'll excuse me, ladies. Goodnight."

Maria and her friends watched Max and the Captain return to the other sailors and leave the tavern. The Captain paused at the doorway and took one last long look at Maria, and then he was gone. After he'd left, Maria gave her friends a weak smile. "Well, I suppose that is that. Shall we return to the hospital? I feel like this night has come to a close anyway."

Margaretta and Sophia reluctantly agreed, but didn't say anything further to Maria until they were outside waking back to the hospital.

"What has gotten into you, Maria?" Sophia asked. "Back there in the tavern? I don't understand. The Captain seemed utterly charming."

"Oh yes he absolutely was!" Margaretta swooned. "He could come and float my boat any day!" Margaretta whooped with a giggle. "Talk about the most handsome man I've ever laid my eyes on, and he wanted to buy you a drink!" She gave Maria a friendly poke.

"Yes, but did you see the way he was kissing that Baroness only moments before he came over to talk to us?" Maria protested. "Obviously the kind of man who expects to get his way with a woman."

"You don't know that Maria…" Sophia began seriously.

"And I refuse to be yet another notch on his belt," Maria added defiantly. "And you didn't see the way he stared at me all night, did you?"

Margaretta let out a hearty chuckle. "Ooo! Maria, looks like he's got you all hot and bothered."

"Nonsense. You know I'm not here looking for love, and as far as I'm concerned, Captain von Whatever and go jump in the sea, for all I care."

"Captain von Whatever?" Margaretta sniggered. "More like Captain von Handsomepants!"

Maria let out an exasperated sigh and rolled her eyes. "Well, if you like him so much, Margaretta, you can have him!"

"Oh Maria," Margaretta said to Maria with a laugh. "I'd take him gladly, but he barely even looked at me. I wouldn't be surprised if he came and sought you out again, now he knows your name and where you work."

"Well if he does," Maria grumbled under her breath as they reached the hospital. "I'll certainly tell him where to go. I'm not interested!"