Authors Note - This story was started after season 1, and is AU for season 2. I do not own Agent Carter or any part of the associated MCU - I just write for the love of the characters.

"Can I get you anything else, Miss Angie?" the soda jerk asked, drying the glasses he'd just washed. Closing time was near, the shop empty except for her and the baby-faced boy behind the counter. Not that there had been more than one or two other people milling about over the last four hours. Angie was pretty sure she could count the number of people that lived in this dusty little town on one hand. "Could make you another before I close up."

"I'm swell, Phil. Thank you. I appreciate you puttin' up with this city girl for the afternoon," she replied over her nearly empty glass, sipping the last bit of melted vanilla ice cream from her root beer float.

"Ain't a problem. We don't get a lot of new faces here in Ogallala. 'Specially girls as pretty as you." He blushed at his own boldness, the red spreading from his neck up to the roots of his pale blonde hair. Poor Phil had the innocence of a boy barely in his twenties who had grown up in and would never leave this one-horse Nebraska town. Still, he squared his shoulders, leaning over the counter with a nervous grin. "We could get dinner, if you wanted. Seeing as how you're stranded here 'til tomorrow."

"Phil, you're a real sweetheart. Honest to God, I wish there were boys like you back in New York. But you know I'm headin' out on the train just as soon as it comes back through. And I'm pretty sure your mama wouldn't appreciate you showing up at home with a second-rate actress who can't even read the train schedule right."

Phil had the good graces to look bashful. "It was worth a shot?"

Angie paused at his words, thinking them over carefully, before quietly replying "It's always worth a shot."

Too bad he hadn't felt the same way.

Rummaging through her handbag – her one possession that hadn't gone on to Los Angeles with the train - she pulled out her change purse, leaving a larger tip than she could afford for the boy. After all, it had been less than a week since she quit her job at the Automat. She knew the difference a few cents could make when you were trying to make rent.

"Thanks again, Phil. You take care, alright?"

"I'll be looking for you on the big screen, Miss Angie. Safe travels."

OOO

Angie Martinelli never thought that she'd end up in Ogallala, Nebraska. Hell, she'd never heard of the place before she stepped off the train in search of a sandwich to save her from the poor excuse for food the restaurant car was serving. No, Angie was Queens born and bred, and had planned on being a New York girl 'til the day she died.

And yet, here she was, wandering the dusty streets of a sleepy town 1500 miles from home, questioning every decision that brought her to this point.

Manhattan and a career on the stage had been her dream since she was a little girl. Her mother, on the other hand, hated everything about it - wanted her to settle down with a nice Italian boy from the neighborhood, take care of the house while he worked a 9 to 5 down at the ship yard, pop out a gaggle of little Italian babies for Granny to dote on. But when her father's illness struck just a few months after her brother David had started his family, her mother had given her permission to move to Manhattan and pursue her career, so long as all the extra cash was sent home to care for her father.

It had worked, for a time. Then in came Peggy Carter, her wonderful, gutsy, brilliant best friend, and out went any semblance of sanity and control in her life. It wasn't just the mysterious comings and goings of the secret agent and her pals, or the nefarious movie-like villains that seemed to attack on a bi-weekly basis before being carted off to Washington DC for more questioning. Those were things a girl could get used to, provided the dashing fellas from the SSR showed up to save her (and the day… but mostly her).

No, it was the consequences of being friends with Peggy that caused everything to fall apart.

When Miriam had gotten word that Angie had been involved in Peggy's attempted evasion of the SSR, she swiftly found herself booted from the Griffith Hotel. Things seemed bad for a moment, but Peg had come through at the last minute: a new apartment that was large enough to share, care of Howard Stark. It was thrilling, living in the ritzy flat overlooking Central Park. She was so excited, she called her mother to share the news.

She should have known better. It was a three hour argument.

"The hell is wrong with you, Maria Angela? Are you doing this to punish me? Becoming one of Howard Stark's cheap little tarts - do you think that's going to get you on the stage? You know what? I want you home now. The Mancuso's have an opening at their restaurant. You'll come work there and live at home where I can keep an eye on you. I'll find you a nice boy from church, and you'll get those delusions of the high life out of your head."

God she wished she'd listened to her mother.

But no, she'd gotten angry - rightfully so, though Angie had ignored the sage advice buried under the hurtful words - and told her mother that she was staying, that she was going to be an actress, and she was going to have to accept that.

She hadn't.

Angie still sent extra money for her father's medical bills, but directly to the hospital, rather than home. Davey still called every weekend, let her visit the girls from time to time. But the family she once knew was gone. Other than Peg, Angie was well and truly alone.

That was, until Howard.

OOO

"Ah, you made it back. Have a nice afternoon, Angela?" Mrs. Merkel asked over her book as she walked through the door of the boarding house, a clapboard structure near the center of town that had likely been one of the first buildings erected back in the days of Wild Bill Hickock and Annie Oakley. The woman had been kind enough to offer her a room for the night, even discounted the price after Angie explained the situation.

"It was lovely, thanks. Almost like stepping back in time," Angie replied.

"I can tell you, I've lived here all my life, hasn't changed a whit. A few more houses here and there, and some new faces, but nearly all the same." Mrs. Merkel paused, turning the page and looking up. "By the way, your friend from New York called back. Said you should give her a ring."

Angie moved toward the phone. "Do you mind terribly if I-"

"Go ahead dear. Let your friend know you're alright. I'll be in the kitchen if you need anything."

Muttering her thanks, she dialed the familiar number to what had once been her home.

"Angie?" a familiar British accent asked. "Thank God. When Edwin said I'd missed your call, I was so worried. What are you doing in Nebraska? I thought you were supposed to get into LA this evening? Do you need me to have some of the boys come and get you?"

"English-" Angie tried to interrupt.

"Whitfield and Brown are stationed in Omaha. It'd be a few hours, but they'd be there by morn-"

"Peggy, hold your horses. I'm fine. I just wanted to let you know that I hadn't made it to Los Angeles before you went bananas… which is exactly what you're doing right now, mind you."

Not to mention that Whitfield was the last person she wanted to see. Jimmy Brown wasn't a bad sort. Had a nice wife, a cute kid, the whole package. Whitfield, however, had a pair of wandering hands that he didn't mind using on "one of his castoffs" and was probably still nursing the black eye Angie gave him.

"Sorry! I'm sorry! You know I worry," Peggy added quickly, voice rising in pitch.

"Everything alright?" Angie heard a voice mutter in the background. Danny Sousa, if she was hearing things correctly. Not at all surprising, she thought with a smile. The man was good for Peg. Good to Peg.

"I'm sorry, Angie. Everything's happened so quickly, only a few days… maybe I was hoping you were calling to say you were coming home?"

There was a sadness in Peg's voice, and she was reminded how much the woman had lost. Angie couldn't help but feel guilty. She was another person leaving her. Peg's best friend, walking away. But there was no future left for her in New York now.

"You know I can't do that, English. Hollywood is the new frontier-"

Peg snorted. "That's a lovely line, but you know that's not the whole reason."

"You think I don't know that, Peggy?" Angie huffed back. They were both fully aware of why she left New York.

"He keeps calling, you know. He panicked when he showed up at the Automat and you weren't there. Called the bloody SSR and demanded they drop everything and find you. Angie, why didn't you tell Howard you were leaving?"

Why hadn't she?

Why should she have?

OOO

Like Daniel, Jack, and Edwin, Howard Stark had become a constant fixture at the apartment over the last year. Mostly an annoyance, but she supposed he served his purpose. He'd given them a home, upgraded them from crummy peach schnapps swiped from the Automat to expensive bourbons and whiskeys. He even introduced them to Anna Jarvis, who had quickly been swept into their circle of friends.

And like so many other women before her, so many women that would eventually come, she fell for the bum.

Because despite everything, when you looked past the exterior, there was a decent human being in Howard Stark. Somewhere under the layers of cocky playboy and genius inventor, there was a man who had lost friends during the war, had seen his well-intentioned work used for terrible purposes, had watched enough people walk away from him and not turn back once. He was as broken as the rest of them, only with the advantage of having enough money to hide it.

It started innocently enough. Howard started hanging around the Automat after his name was cleared. Not for the food, of course. Was anyone really there for the food? Mostly it was to be a complete bother and flirt with the ladies passing through, with an occasional stop to sip a coffee with the SSR team and discuss the newest threat to New York. It wasn't long, though, before he was staying until close to walk her home, proclaiming that it wasn't safe for her to be walking alone at night due the dastardly villains Peggy and her boys were hunting down. Sure, she knew it was an excuse, but Angie let it slide.

And of course, once he walked her home, it was only polite to invite him in for a drink. After all, Howard was taking care of the rent for them, and he and Peggy were close friends. Drinks with friends turned into cocktails without Peg, and cocktails turned into Saturdays at the cinema, hiding in the balcony to avoid Howard's fans, discussing how Angie could have played the leading lady better than Olivia or Vivian or Hedy. Turned into dinner and dancing in smoky restaurants off the beaten path. Turned into showing up at his lab with home cooked meals (Care of Anna, thank you very much. Angie was never going to be that domestic) when he was tinkering with a new gadget or struggling with a never-ending experiment.

The revolving door of actresses seemed to disappear over the next few months - the models, the housewives, the singers, the upstarts. Their hands started finding one another, holding tight beneath restaurant tables, and Howard's shoulder became her pillow after late nights talking in her living room or his lab.

It was them against the world, only from behind the scenes.

"I'm takin' a step back from the limelight, Martinelli. Can't nearly destroy a city without lookin' back and wonderin' where things went wrong. Just warnin' you, in case that's all you're lookin' for."

That riled her feathers. "You got that low an opinion of me, Stark? Think I'm hangin' on for a quick picture on the front of the Daily News?" she'd asked testily from her perch on his desk, one pristinely penciled eyebrow raised as she leaned against a pile of notebooks dating back to his childhood.

"Angie… I…" he stuttered out, likely just realizing how rude he'd been. He wasn't one for thinking things through before they came out of his mouth.

Stopping the inevitable spout of fumbled apologies, she pulled him close by his loosened tie, noses mere inches from one another. "Listen here and listen good, hotshot. I'm gonna make it because I'm good. Not 'cause I'm caught on film hangin' on your arm, twirlin' my curls around my finger like I ain't got a single thought in my head. Got it?"

"Crystal clear, Miss Martinelli," he replied before pulling her in for a long, slow kiss.

And it did work, for a time. Almost long enough to make Angie wonder if Howard Stark had changed his ways and fallen for her like she'd fallen for him. Did she call it love? No… not quite love. But it could have been, had it not been for the picture.

That damn picture of the two of them leaving the Copacabana, snapped by an intrepid young photographer desperate to make his name in the competitive news business. Just as Howard was heading out of town for a business meeting in London, Angie's name was splashed across the gossip pages of the newspapers, not as an accomplished actress, but as Stark's latest catch. Who was she? Had she caused Stark to become a one-woman man? After all, it had been months since he'd been photographed with a girl. Had she caused him to mend his troubled ways?

The tenor of the articles changed quickly. Interest in the mysterious Angela Martinelli faded as soon as they discovered her choice of career. Her long parade of failed auditions was reported in excruciating detail, evidence that she was using him for his money and connections. The girls at auditions, girls she'd come to know so well because they traveled in a pack from one opportunity to the next and back to dance class the next day, shunned her. She'd betrayed them, was the common thought, trying to sleep her way to a role with the biggest playboy of them all.

It spiraled out of control so quickly. The phone call from her mother, just long enough to say "I told you so." The increased disrespect and open disdain from customers at the Automat. The pitying looks from Peg and Anna. The half-dozen messages she'd left for Howard at his hotel, unanswered for days.

Angie was strong- she never questioned that fact- but she needed a sign. Needed something from Howard that said "We'll get through this, I won't leave you behind."

Instead, the Daily News gave her a snapshot of Howard at the Flamingo Club in London with dancing ingénue Vera-Ellen two weeks after their own picture was published, the accompanying article discussing how Stark was in town to escort the young woman to the premiere of her newest film, Carnival in Costa Rica.

Fine. So Howard was done with her. He could have had the decency to tell her face to face, but fine. Angie had never let a man hurt her before, why would she let Howard be the first? Like Peggie and the Brits, she'd keep a stiff upper lip, carry on with her life, and succeed on her own merits, without the likes of Howard Stark trying to crawl into her bed.

She didn't realize that the damage was done until she arrived at her next audition. As she walked on stage to sing her rendition of My Funny Valentine, she was stopped by the casting director.

"You're that sweet little girl that was hangin' around Stark, weren'tcha? I've cast his girls before, y'know. How about a trip to my office, huh? Gotta private room with a couch you can audition for me there, right sweetheart? Get ya right to the top of the list for callbacks."

The other girls had snickered as she slapped him once, good and hard, across the face and stormed out.

To add insult to injury, she arrived home to find Edwin standing outside their door, a jewelry box in his hand wrapped in beautifully patterned paper with a bow.

"Tell him to shove it up his ass," she scowled as she opened the door, slamming it in Edwin's face for good measure.

OOO

"Why didn't I tell him? Well, let's see Peg, friends don't send their butler to another friend's apartment with a 'sorry for making the whole of New York think you're a two-bit whore' bracelet from Tiffany's."

"He did what? You didn't tell me… he actually sent Edwin over here? Why didn't you tell me this before? I'll kill both of them!" In an instant, Angie missed her best friend desperately. At least someone in New York was willing to fight for her.

"No you won't, English. In Edwin's defense, I don't think he put two and two together until I showed up." Angie sighed into the phone. "Besides, I don't want you to kill him. Maybe Stark was the push I needed to get goin' in the right direction. Minus you and the SSR, my life was at a dead end in New York. And I'm not getting any younger. Maybe Hollywood has room for a sassy Italian broad."

"I can't imagine them not welcoming you with open arms, Angie," Peg replied. Angie could see the smile in her voice. "I'm going to tell Howard that you're alright, but I assume you don't want him to know where you are?"

"That is why I asked you to help me get train tickets under a fake name, English. For someone who's in the spy business, you can be pretty slow on the uptake," Angie shot back in good humor, glad to hear Peg chuckle on the other end of the line, before becoming serious. "I am going to be alright, Peg. I just need a fresh start where nobody knows my name, you know? I'll always be just a phone call away, I promise."

"I'll hold you too it, Angie. You'll let me know when you make Los Angeles tomorrow?"

"I assume if I don't, I'll have the entirety of the SSR banging down the door of poor Mrs. Merkel's boarding house?"

"You know me frighteningly well. I'll talk to you then. Goodnight, Angie."

"'Night Peg."

OOO

"And of course, my father was more than pleased to arrange for the ice sculpture. After all, it's not every day your daughter gets married, is it?" The faux blonde announced from the end of the communal table with a giggle.

Angie had hoped dinner was going to be a quiet affair. That was before Mrs. Merkel made the mistake of engaging Dinah, the new wife of a Seattle banker, in conversation. She and her husband were staying the night before catching the train to Chicago for their honeymoon, and over the course of the last hour, she'd been forced to listen to the woman regale them with stories of her wedding. At least I have a partner in misery, she thought, sharing another bored look with the travelling salesman from Tulsa seated across from her.

"Of course it isn't, dear. It sounds like your day was lovely," Mrs. Merkel responded politely, shifting quickly out of her seat and grabbing the empty serving dish that the roast had been on. Seeing the universal symbol that dinner was over, the salesman bolted out of his chair and away from Dinah and her husband and the fifty-second story about the delicate crystal beadwork on her wedding gown.

"Can I help you clean up?" Angie asked politely, praying for a reprieve so that she, too, could escape.

"No thank you dear. You go enjoy your night."

With a quick thank you, Angie ran up to her room, staying long enough to realize that she was too full of pent up energy to lie in bed and overthink every decision she made in the last two and a half years. Instead, she wrapped herself in her jacket and headed off into the Nebraska night.

As soon as she stepped out of the building, she was struck by the cool mid-October breeze and the endless night sky. There were no buildings, no lights, no shady characters or loud, noisy neighbors – just millions of stars and endless prairie. It was delightfully peaceful, but lonesome, ever so lonesome.

Maybe she was better off discussing Chantilly lace brocade and place settings with Dinah.

The moon continued its ascent as Angie crossed the entirety of the town twice. A general store, a bank, an empty lot waiting for the construction of a new building. She found herself back at the train station, settled on a bench just feet from where, just a few hours before, she stepped off the train to buy some lunch and found herself left behind.

A little town in the middle of nowhere Nebraska, now apparently the living embodiment of the crossroads in her life.

Angie could get back on the train tomorrow. Head back to New York, back to everything she knew and the best friend she could have asked for. Face the reputation Howard Stark had given her alongside that tacky piece of costume jewelry.

Or she could head to LA. Start a new life without hundreds of failed auditions, where no one knew her past or her association with Howard Stark.

Her brain screamed that it was the coward's way out, running away from her problems. It wasn't brave. But the more she thought about it, she didn't have to keep a stiff upper lip and be brave. She wasn't one of the heroes in this story. Angie had met the heroes.

She was the sidekick.

She wouldn't go back. She couldn't. She wanted her simple life back. The simplicity she saw here in Ogallala, the simplicity that existed before Peg and Howard. Wake up, go to work, go to auditions, go home. No more getting dragged into international espionage. No more living beyond her means, thinking she'd earned the high life because Howard owed Peg for saving his ass. Just hard work until she got her break. She'd pay her dues and earn her career, the way that thousands had before her.

In the distance, she heard the rumbling of a motor. The station clock read nearly ten. Pulling her jacket tight around her, she marched back to the boarding house with a newfound determination. She'd never been so thrown off by a man before. She wouldn't let it happen again.

Howard Stark was nothing special.

He was well on his way to self-destruction.

He was destined to be left alone with his piles of money.

He was a first-rate jerk and a second-class lover.

He was….

Standing right in front of her.

So I started writing this shortly after Season One of Agent Carter... and then life got insane, and I forgot about this guy, hidden in a folder on my computer. I stumbled upon it this past weekend, and I'm hoping to wrap it up in one more part (or maybe two). This is AU after the season 1 finale - too much of the story was already built up to try and account for the second season.

Feedback is always deeply appreciated. I'm looking at one or two more chapters after this one - we'll see where the muse takes me.