A/N: I saw some wonderful recordings on youtube recently of the extraordinarily gifted Julie Andrews aged 19, playing Eliza Doolittle and singing in the long running 1960's Broadway hit My Fair Lady.

As I watched the lovely vintage scenes of Dame Julie on stage this plot popped into my head. It's just a bit of fun to shake up the poor Captain.

You don't need to know My Fair Lady for this story – I've only borrowed a few small elements, but if you have seen it you may recognize some lines and some lyrics.

Please note – I have no idea what the Austrian equivalent of a cockney accent is so please bear with me on that. And also let me apologize in advance for what I have done to Elsa…..

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Chapter 1: Just you wait Cap'n von Trapp

Maria sat sipping her drink at the Salzburg teahouse, her mind in turmoil as she indulged her sweet tooth. Sachertorte would be one of the many pleasures she would have to give up when she became a nun, but even more than that she needed it right now to fortify her courage.

The Reverend Mother had informed her this morning that she would be working at the home of the Captain von Trapp for the summer and she should be there promptly at 4pm. She felt her stomach twisting with anxiety. She had already heard about the Captain's formidable reputation, and then there was the small matter of why he had never managed to keep any of his governesses.

On top of that there were seven children. How on earth was she going to manage? Frankly she wasn't eager, but the Reverend Mother had insisted. She sighed. This sojourn into the Captain's home seemed like an unnecessary detour in her journey to become a nun and pledge her life to God's service.

She was so preoccupied with her thoughts that she only belatedly noticed a small group of people at a table on the far side of the room. They were clearly very wealthy and refined. The older man had a moustache and a 'well-lived' look on his face. His eyes had an irrepressible twinkle as if he skated on the surface of life and frequently found the world a great source of amusement.

The lady beside him was beautiful in a coolly elegant way. She exuded sophistication and privilege from her immaculate fingertips to her stiffly coiffured hair, which looked as if not a single hair would dare to be out of place on such a rarified head. No doubt she had a lady's maid to help her with it, Maria thought without envy, otherwise it would take her frightfully long time to get ready each morning.

Maria smiled self-deprecatingly, thinking of her own unruly mop of thick golden hair which defied her attempts to tame it, even with the curlers she hid under her wimple sometimes - much to Sister Berthe's horror. Maria's hair had only recently been cut, rather inexpertly admittedly, by Sister Sophia. Well, she wouldn't need a beautiful hair-style as a nun, she thought to herself cheerfully. It would all be hidden away any way.

Her attention was drawn to the other man in their party. Although he was younger than the other man he looked somehow forbidding and intimidating. There was an arrogance to the slant of his mouth and the firmness of his chin, as if he were used to being in a position of command and respect.

With a frisson of discomfort she noticed that he was very handsome – extremely so, and she felt the tug of something feminine deep within her, though she swiftly tamped it down. Such thoughts had no place in a postulant's head, she rebuked herself sternly.

The man looked bored though he tried to mask it. He had the jaded weary look of a man who did not expect to find joy any more in the world, and his eyes were hard and cynical. She felt sorry for him. Despite his obvious wealth and looks, he was clearly not a happy man. Although he occasionally chuckled at the sophisticated banter of his companions it was more out of politeness, and the laughter never reached his eyes.

After a while the younger man left the other two to go to the car outside briefly and that's when the incident happened.

A nervous young waitress, flustered and intimidated by the obvious status of the group, managed to spill milk on the dignified lady's skirt as she served the tea. It was an accident but the transformation in the lady's face was shocking. Gone was the pseudo gracious charm, instead it was replaced by an arrogant imperious scowl.

"You silly girl" she snarled furiously, "this is a Coco Chanel suit from Paris, but of course a little chit like you wouldn't know anything like that."

The waitress flushed a deep crimson as she trembled with anxiety. "I'm ever so sorry Madam, I'm so sorry," she pleaded, her strong provincial accent becoming even more pronounced in her panic, as she made ineffectual attempts to rub the lady's skirt with a napkin.

Then she made things even worse when she accidently knocked over the tea cup, sloshing hot tea onto the lady, who, despite only receiving a few drops, shrieked as if she were being attacked and became even more enraged.

"Oh no, oh dear oh dear, I'm so sorry Madam." The waitress was aghast and shaking with fright.

"You may call me Baroness, you wretched girl," the lady snapped furiously.

Her companion attempted to calm her down. "Good grief Elsa, it was an accident, leave the poor girl. For heaven's sake Georg will be back soon, you don't want him to see you this way."

The woman made a visible effort to control her temper but her coldness was even worse than her anger as she said cuttingly "I really don't see how a little guttersnipe like you could be working in a tasteful establishment like this. You obviously do not know how to conduct yourself, and you can barely even speak Hoch Deutsch [High German]. I suggest you run along back to your mountain hovel or where ever you came from and go back to milking the cows and whatever other rural pleasures you indulge in."

Maria watched appalled, pinned to the spot in outrage, as the distressed waitress burst into tears and fled into the back room.

The man looked shocked and reproving. "Elsa, really, that was cruel and completely uncalled for," he chided her, then gave her a warning look as the younger man came back inside.

The lady's face changed immediately – gone was the ugly condescension and in its place was a distressed martyred look.

"Oh Georg you have no idea what just happened. Some silly peasant girl spilled hot tea all over me. I even wonder if she did it deliberately, she's probably one of those despicable militants, trying to make a point about the class system. More than likely an anarchist or a communist. Really, she was insufferable, and my goodness you should have heard the common way she spoke. She had a voice that could shatter glass. I'm surprised she hasn't already been arrested and charged with murdering the German language." The lady shuddered dramatically.

The younger man looked perplexed, as if unsure how to deal with his agitated companion. He cleared his throat and scratched his neck uncomfortably, but he said mildly enough, "Right, well let's get you home quickly so that you can change."

The manager came rushing out, dragging the inconsolable, weeping waitress with him. "I'm so sorry Baroness. This is terrible, terrible. I beg your forgiveness" he said wringing his hands. Visibly upset and desperate to placate his customers he forced the waitress forward to apologize again.

The younger man had the look of someone who would rather be having a tooth pulled out without anesthetic than be standing there in the middle of a public scene with hysterical women. He gave an irritated acknowledgement to the waitress's incoherent words. "In the future you will kindly remember to be more careful," he snapped curtly then hustled his companions out the door, leaving some Schillings in payment on the table.

Maria watched the scene, paralyzed and speechless, unable to react and come to the defense of the poor waitress who once more ran into the back room in tears. What an awful lady she though furiously, her eyes full of fiery blue sparks.

Her anger finally galvanized her and she rushed over to the manager. "Oh please, it was an accident. I saw the whole thing. Really, she meant no harm. Please don't punish her for this. That lady could have been a bit more understanding, her anger was completely out of proportion."

"I'm sorry Fraulein, but I'm going to have let Eliza go. Those were very influential customers – that was Baron von Trapp - Austria's most highly decorated Naval hero." He nodded at Maria's gasp.

That was Captain von Trapp? Oh dear Lord. That was the man she was going to work for, she realized with shock and dismay. Things were going to be even worse than she imagined.

Then she braced herself. After all as the Reverend Mother always said, the good Lord never sent more than one could bear. Her natural optimism pushed through.

"Wait, which one was Captain von Trapp? she asked hopefully. "Was he the older gentleman with the kind face and the laughter lines around his eyes?"

"He was the younger one." The manager didn't need to add - the one with the cold, arrogant face.

Oh help. Maria gulped as hope withered and died.

"And if I am not mistaken that was Baroness Schrader from Vienna. She's from the cream of Viennese society. Her late husband was the Adjutant to Emperor Franz Josef. Baron von Trapp is courting her and rumour has it that he thinking of marrying her before the summer is over. I don't want to get on the wrong the side of them," the manager said regretfully. "I'm going to have to let Eliza go."

"Oh but you can't," Maria begged, "please reconsider. It was an accident, I saw it all myself. Please, it would be so wrong, it was not her fault."

But her pleas fell on deaf ears. "Don't worry Fraulein, I'll help her find another job. But it's kind of you to be so concerned."

Defeated, Maria went to Eliza in the back room and her instinctive compassion and warmth had her wrapping her arms around the young woman as she sobbed.

"I knew this would 'appen one day. I'm from the countryside like, an' I know people always look at me funny cos I don't talk posh. I can feel them whisperin' amongst themselves an' all, and some of them look at me like I'm dirt even though I'm a good girl I am."

She gave an inelegant sniff of her runny nose and wiped it on her sleeve. Maria gave her a clean handkerchief as Eliza burst into a fresh flood of tears. She said pitifully, "In a way I'll be glad to find another job, maybe somewhere where I won't 'ave to be ashamed of the way I talk."

Maria's eyes filled with angry blue sparks. "You have nothing to be ashamed of," she said stoutly. "You just hold your head up high. You speak perfectly fine just the way you are. Just say to yourself I have confidence in me. And remember - the Spring will come again."

Then something else popped into her head that Sister Margaretta always said with a kindly twinkle in her eye, "After all the wool of the black sheep is just as warm."

Eliza looked confused at that but she stopped crying as Maria went on, fuming.

"Really the nerve of those people! They think they are so high and mighty but they are the ones who should be ashamed of themselves - for their lack of manners and compassion and basic human kindness."

"You're ever so kind you are," Eliza gave her a watery smile. "Maybe this will be a right good thing after all. Maybe I'll get me-self a job in a shop or something. A flower shop. I've always wanted to surround me-self with flowers. I'd do nothing but look at their beauty and smell their 'eavenly perfume all day long," she sighed dreamily. "Wouldn't it be loverly?" Eliza started humming to herself, lost in her fantasy world of a better life.

"All I want is a room somewhere, far away from the cold night air...

Lots of chocolate for me to eat, lots of coal makin' lots of heat.

Someone's head resting on my knee, warm and tender as he can be,

who takes good care of me, Aww, wouldn't it be loverly…"*

Maria smiled, patting her hand, relieved Eliza was feeling more positive but still angry on her behalf. She hugged her and wished her luck. She made Eiza promise she would get in touch so that Maria would know she was alright.

Outside, Maria stalked to the bus stop, infuriated. At least her anger helped to quell her nerves about her own situation. It's outrageous, she thought crossly, her eyes stormy.

That poor hard working girl was going to be out of job because of a bunch of snobs. It just wasn't right. What those people needed was a good lesson in humility.

An idea crept into her mind that really she should dismiss straight away as absurd. It couldn't work. Could it? No of course it couldn't. It was a simply preposterous idea, inappropriate, unthinkable and unworkable and….. But the more she thought about it the more her impulsive nature started to get the better of her. She could no more stop herself than catch a cloud and pin it down.

She gave a playful little chuckle. Surely it would just be a bit of harmless fun and maybe they would learn something from it. She broke into a radiant smile, her eyes full of mischief. Just you wait Captain von Trapp. Just you wait!

Her vivid imagination took hold of her. As she delighted in thinking of some of the more ridiculous ways she could avenge poor Eliza she broke into a frivolous song. Luckily there was no one else on the bus, but the driver did give her an odd look as she sang the little ditty to herself through her irrepressible giggles.

"Just you wait Cap'n von Trapp, just you wait

You'll be sorry but your tears will be too late

You'll be broke and I'll have money

Will I help you? Don't be funny

Just you wait Cap'n von Trapp, just you wait.

Just you wait Cap'n von Trapp, till your sick

And you scream to fetch a doctor double quick

I'll be off a second later and go straight to the theatre

Oh ho ho Cap'n von Trapp, just you wait.

Just you wait until we're swimmin' in the sea

And you get a cramp a little ways from me

When you yell you're going to drown I'll get dressed

and go to town! Oh ho ho, Cap'n von Trapp

Oh ho ho, Cap'n von Trapp! Just you wait!"**

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AN – I know Elsa was not such a vile snob in TSOM, but in this story I've given her some of Professor Henry Higgins' grumpy, bullying persona. Thanks for reading, more chapters to come. Feedback would be loverly (!)

*'Wouldn't it be Loverly?' Music and lyrics by Lerner and Loewe, My Fair Lady

** 'Just you wait Henry Higgins.' Music and lyrics by Lerner and Loewe, My Fair Lady (with a change of name for this story)

I do not own TSOM or My Fair Lady