The first time he truly noticed her, he'd been drinking his second pint of bitter and singing half-forgotten lyrics to 'There's a Tavern in the Town' along with four of the six men he'd live and fight side by side with for the years to follow.

Later he'd learn she was there the day him and another four hundred men followed the Captain into Camp Sentinel. At the time she was in uniform, and he was starved, exhausted and just glad he wasn't going to die in a cage. Before that he'd accepted that he was going to die, worked to death or killed at a jailer's sadistic whims. He hadn't surrendered, even in captivity, but he'd given up on doing things like singing, warm English beer, and women.

She slunk through the smoke and dim light, creamy white curves in a red dress and red lipstick, stopping conversations and grabbing eyes in her wake. Someone in the pub has the presence of mind to wolf whistle, and she's gone to the backroom.

2nd Lieutenant James Montgomery Falsworth, the 6th Baron Falsworth, recently of the 3rd Parachute Brigade, was no stranger to women. Stemming from his station, female companions weren't hard to come by. Before joining the service, he'd been one of London's bohemian idle rich, the Bright Young People as the tabloids called them, which afforded him the company of a bevy of beautiful, often exotic women. As his American friends would say, He'd been around.

So when he saw the woman in red, he knew not to pay the flutter in his heart any mind. She was beautiful, unquestionably, but he'd been a prisoner of war for some time, and many women looked stunning right then. He also was quite enjoying the revelry.

He pushed her out of mind, as his compatriots made swooning remarks, and as if to prove how less susceptible to the charms of the fairer kind, he made a remark about them all needing to drink more and called for a round of the pub's finest Scotch, which wasn't saying much. He didn't even notice when she walked out a short time later.

He changed his mind the following morning, and if didn't he would have when he learned they were soon heading for Carickfergus, Ireland for commando training. He'd heard about what it was like, and knew if he was going to endure it for a month, he'd better get his fill of a beautiful woman then.

Her name was Margaret Carter, though she more often went by Peggy. She was a London girl, a former officer of the Special Operations Executive, who'd since become one of the top people at the inter-allied Strategic Scientific Reserve, a different kind of woman than he was used to. Courtesy of Sergeant Barnes he learned that she was Captain Rogers' sweetheart, and then he knew he'd have to cast his affections elsewhere.

He quite liked the Captain. He owed the Captain his life, and he'd agreed to be second-in-command of his newly-commissioned unit with Barnes and the others. An infatuation wasn't worth souring the camaraderie he'd developed with Rogers.

He'd forgotten about her less than a week into training. After Carrickfergus came fourteen months of battle. Agent Carter had become the Howling Commandos' overseer, so they often worked together. They also socialized along with everyone else when the commandos were on liberty in London. He never felt any feelings for her, and joined in the pool the Commandos had with a few people at the SSR, betting on when Rogers and Carter were going to make love and be done with it.

He saw her for the first time in days in the Stork Club, dressed to the nines, hair and makeup immaculate, sitting at a table by herself, somberly rebuffing the advances of any man that approached.

Rogers was gone, so was Barnes, so was Schmidt. Everything was changed, and so fast. The one thing that hadn't changed was that there was a war going on.

Colonel Philips informed him that morning that he was to be in command of the Commandos. He'd spent the day going through possible recruits to make up the numbers, pretending to be unaffected that his best friend died a week ago. Frustrated, he took to the streets, wandering until he arrived at the Club, and for the past fifteen minutes he just stood, watching her.

No one was really sure about what was said between Rogers and Carter in the end. He suspected the Colonel knew, but he wasn't about to ask him. Looking at her, the way she looked and the way she looked wistfully toward the arched entrance every minute, waiting for someone, he knew she was there for him.

Part of him desperately wanted to reach out to her, console her, tell her everything was going to be alright. But he didn't know how, he was as lost as she was, and he wasn't sure it was ever going to be alright.

The new Howling Commandos saw action for the rest of the war. They were among the first in on Operation Plunder, they defeated several rogue pockets of Hydra troops, and they captured the notorious war criminal von Strucker before he could escape out of Germany.

But despite their success, they knew they couldn't keep it up for long. Dernier announced that he wanted to return to Marseilles to be with his wife and son. Morita and Joes followed soon.

Thus the Howling Commandos came to an end. The new recruits were transferred to another unit and Morita, Jones and Dernier were discharged, only Dugan and Falsworth remained in the service. He understood why it had to happen. They were the same as any other squad now, well trained and devoted to each other, but gone was the powerful sense of brotherhood and the thrill of adventure. Dugan no longer mocked his British stiffness, Jones and Dernier no longer talked with each other in French and Morita spoke with far less sarcasm.

They were tired, and it wasn't the same anymore. So on VE-Day, they gathered at the Stork Club to drink to the memory of fallen friends and disband the fellowship.

As he raises his glass and toasts, "To the Captain", he can't help think Ms. Carter should be there.