Max liked to think himself a decent sort of chap, whether this was true or not was of no consequence, but he liked to think it all the same. His dear friend, Captain Georg von Trapp, he knew was a most decent man; he had the medals and honours to prove it. But he had a feeling that some of his friends' decency was slipping lately.

Of course the passing of Agathe von Trapp had definitely made an impact on the mighty Captain. He had become sullen, brooding and, most unfortunately, a somewhat neglectful father. Max himself could remember the supernatural haste in which Georg had packed away his beloved wife's belongings, photographs and anything that remotely reminded him of her into the attics. Max had a sneaking feeling that if he could, Georg would have put the children in the attic too in those first few torturous months. But no, he still had behaved decently. He had tried to be a good father but the sight of his children was a painful and constant reminder of what he had lost. So, the only thing Captain von Trapp could think to do in his grief was to distance himself from them in an effort to maintain some decency. While he may have been absent for long periods, he made sure to send gifts for their birthdays, arranged cook to make a cake and they were excused from marching the grounds for the day. An honour indeed! And while Max knew that this may have seemed a poor effort, he knew that his dear friend was suffering from a broken heart. He loved his children terribly but it was this love that made him suffer.

So when Captain von Trapp had met the beautiful Baroness Elsa Schraeder, Max had been ecstatic. She had taken Georg all over Vienna, the two of them waltzing through glittering ballrooms and soaking themselves in champagne. Elsa had managed to bring some of that sparkle back into Georg. And Max was certain that one day soon; Georg would return the favour with a sparkling diamond just for her. But still, the children still needed taking care of and so Max listened to Georg tell him tales of terror as the children had chased away governess after governess. When Georg had told Max a few weeks ago that the latest governess was a postulant from Nonnberg Abbey, Max had laughed madly. He had pictured a distinctly sour faced woman, dressed in the traditional black nuns habit, being chased about by the delightful von Trapp children. When Max had finally met the new governess, a Fraulein Maria, two weeks ago he had been utterly surprised. This was no terrifying nun but a petite young lady that had short blonde hair, a delightful zest for life and the utter adoration of her young charges.

As Max watched his friend sing Edelweiss to the children he noticed that maybe, just possibly, it wasn't just the children's adoration the little nun in training had captured. He noticed that it hadn't escaped Elsa either; Max had watched her as her eyes flicked to Fraulein Maria as she stood off to side. She was leaning against the wall with the warmest smile that lit up her face, her eyes never leaving the Captain as he sang. Max and Elsa had both seen the looks that Captain von Trapp had given his governess. It was the sort of look that should have been directed towards the Baroness, certainly not the governess.

"Any time you say the word, Georg, you can be part of my new act…" Max said to break the tension, as the Captain laughed, "… the Von Trapp Family Singers!"

"I have a wonderful idea, Georg," said Elsa, as she moved over to Georg and clutched possessively at his shoulders, "Let's really fill this house with music. You must give a grand and glorious party for me while I'm here!"

"A party?," asked Georg, uncertainly.

The children had exploded with excitement with the mention of a party and the pleading began.

"Yes, I think it's high time I met all your friends here in Salzburg, and they met me. Don't you agree?" asked Elsa.

"I see what you mean," said Georg in a resigned tone. His gaze was lingering once more on Fraulein Maria who begun ushering the children out as they bid everyone goodnight.

"I am still not sure if this is a good idea…" Georg began.

"Oh come now, darling! Your children were so excited and you wouldn't want to disappoint them now?" Elsa said, her tone playful. She was still standing behind him and Max noted that while her tone of voice was light, her eyes were nothing but.

"Georg, it sounds like a marvellous plan to me. Drinking, dancing, eating, more drinking…" Max laughed, "… well, you know me, I can't say no to a good time."

Georg sighed with defeat and made a move to leave.

"Very well, I guess I can't say no," he kissed Elsa quickly on the cheek and walked towards to door, "Goodnight darling, goodnight Max."

They both watched as Georg left the room, shutting the door gently behind him.

"Well I better be-" Elsa started

"Drink?" Max said, interrupting her, proffering a glass of whiskey in his hand.

"Where the devil did you get that? Anyway, I don't think little me should have any of that, darling," she said, moving back over to the settee to sit down next to Max.

"Oh you know me, I have a way of discovering hidden gems," said Max, "Besides, I think you need it. And don't bother denying it, we've been friends long enough, I can see it in your eyes."

"I thought I was imagining it," Elsa said quietly, taking the proffered drink. She watched as Max walked over to the small credenza, grabbed another glass and took a small bottle out from his jacket.

"Hmmm?" he said encouraging her to keep talking, as he poured himself a drink and placed the bottle on the credenza.

"Georg…" she said quietly, "the way he was looking at the..."

Elsa took a sip of the amber liquid, coughing slightly as it burned her throat. She welcomed the feeling and took another larger sip.

"The…?" Max wheedled.

"Do I really have to say it, Max?" Elsa said, her anger starting to overshadow the hurt, "the governess, Max, the governess! Oh it's just so-"

"Cliché?"

"What? Yes, no – that wasn't what I was going to say," she bit back, "It's just so unfair. I'm the one that he brought here, to his home. The one whom Georg himself said brought meaning back into his life!"

Max watched as she stood up once more and moved over to the credenza and poured herself another drink. He had never seen Elsa like this before and he was worried. He cared for both friends deeply and he didn't want to see either of them hurt. He listened as she continued and he felt rather that maybe alcohol had been a poor decision.

"I am sure it is nothing but a silly infatuation, I mean she's young and fairly attractive in a common sort of way. Georg is such an honourable man but he is still a man after all."

"Indeed," agreed Max, raising his glass in salute.

"He will get over it I am sure. There is nothing to worry over at all. And she probably has no clue whatsoever. She's probably frightened the poor dear."

Elsa moved back over to Max and sat down somewhat less gracefully than intended and smoothed out her skirt.

"Nothing I am sure my dear!" said Max happily, trying to lighten the mood, "I mean, you are simply divine Elsa! And as you said, Georg has invited you here to meet his children. He's even letting you throw a party and Georg does not do parties!"

Max gave her a reassuring pat on the hand and moved to stand up.

"But," she started quietly, the anger gone, "the way he was looking at her."

She looked as if she was going to cry and Max did not deal with crying women. Well sometimes he did but that was a different story.

"Oh Elsa, you are no damsel in distress! Stop acting like one. Where is Baroness Schraeder? The woman who with a smile could make men fall over one another just for the chance to open her door?" Max said as she smiled at him fondly.

"Oh Max, you do know how to make a woman feel special!" she said, her eyes bright with unshed tears. She stood up, somewhat uneasily and moved with Max to the door.

"That's the ticket, a smile is all you need. Well maybe one of those lovely silk things from your Vienna couturier, " Max gestured with his hands suggestively in the shape of a woman, "I am sure Georg would positively go mad for you, I know I would!"

"Oh Max, you really and truly are a beast!" she laughed and playfully slapped him on the arm.

"Indeed! I am quite serious, darling. You know, if I was you, I would go slip into a tantalising little number and go surprise the wayward sea captain right now."

"Max! What a terrible chaperone you are," Elsa said, still laughing.

"Of course, what did you expect?" he said as he led her through the door and back into the foyer. As they walked up the stairs, he noticed that her laughter had stopped and she was looking quite pensive again.

"Elsa?" he asked.

"Oh yes, sorry Max," Elsa said, snapping out of her reverie, "Thank you for that, I'm sure I am just being silly little me. Goodnight, darling."

"Goodnight, Elsa," Max said, as she hurried up the stairs.

Sighing he moved up the stairs towards the guest wing, walking past Elsa's room where he could see the light spilling out underneath the door. He really did hope she would be all right. Of course he could understand her concerns but Max was sure it was nothing to be worrying over. Georg was so tormented by the memories of Agathe that Max was sure the sight of seeing his children with Fraulein Maria was just confusing him. After so many long years of tricks, the sight and sound of his children being happy was sure to make Georg feel overwhelming thankful to this little nun. With his mind made up over the whole thing, Max slipped into bed with his brain pleasantly foggy with whiskey and completely failed to hear the sound of a door opening slowly and gently closing down the hall.

A/N This is my first TSOM fanfiction and my first story I have written since I was 16 going on 17 so I apologise if it's bad. There are so many wonderful writers in this fandom and I felt so inspired to try! Any feedback is most welcome =)