Archive of Our Own

Niles sat for a moment on the piano bench, his head spinning. What had just happened here in the last couple of days? First, there'd been the fight. Then tears from everyone. Then happiness and joy. He had finally broken down and opened up to Miss Fine—Fran—about Sarah's death. He had been acting British for so long, he hadn't thought himself capable of being as emotional as he had been throughout this most recent episode. "How is it that I became such a mushy sod?" he thought.

He'd felt practically every emotion possible over the past few days and found himself quite drained. He wasn't used to this. And then there'd been Miss Babcock. When he'd come downstairs after learning from Fran that she planned to leave for good, he'd been completely beside himself with sadness. She'd become such a sister to him, and he'd felt so rotten after their talk. So who was there to see tears fall from his eyes? None other than that stupid, pig-headed woman, C.C. Babcock. He'd been so embarrassed, having shed tears in front of her. He thought for certain she'd have something evil to say.

But then he remembered how surprised he had been that she hadn't once said anything nasty to him. Not throughout their whole conversation. She had actually looked concerned. And she had figured out that Fran was leaving, but she did just the opposite of what he expected her to do—instead of rushing into Mr. Sheffield's office to throw herself at him, she had just left. Was this the same woman he'd known for so long? It sure didn't seem like it. The old Miss Babcock would've been in that office before Niles could even have blinked.

And those tears he saw in her eyes as she stormed out of the house. Mr. Sheffield had sent her to Mexico to meet with a backer. Niles assumed C.C. was crying because once again, her dreams of spending time alone with her employer had been dashed to pieces. He wondered briefly if she was alright, then said aloud, "Oh, what do I care?"

Rising from the piano bench, Niles made his way to the kitchen to rustle up some dinner. He was so tired, he wished he could just go to bed. As he thought about what to make, he realized he didn't even know how many people would be here tonight. He knew the children would be here, but what about Mr. Sheffield and Fran? He decided to make lots of food, just in case.

The children had come and gone, and Niles was cleaning up, wondering where his two best friends in the whole world were. He smiled to himself. He had a feeling their absence was a good sign, as had the children. As he was finishing, the telephone rang. He picked it up.

"Sheffield residence."

"Niles, where's Maxwell?" came C.C.'s voice.

"Hello to you, too." he was surprised.

"Oh. Sorry. Hello. Now put Maxwell on."

Had she just apologized to him? "Isn't that your job?" he quipped.

C.C. sighed. "Ha ha, Niles. Really, I have something very important I need to tell him."

"Oh, no, you've not had a sex change again? I thought we were going to discuss it first." Niles could barely contain himself. He was so glad she'd called.

"You mean, rotten, low-life, stop it! Put him on the PHONE!" She sounded upset. Good.

"I'm sorry, Miss Babcock, I don't know where Mr. Sheffield is at this particular moment." Niles said truthfully.

The line went quiet. "Miss Babcock, are you still there?"

C.C. knew Maxwell must be with Nanny Fine. She didn't really care, but she was so mixed up right now she was speechless about everything. She'd been doing a lot of thinking since she'd stormed out of the Sheffield house.

"Yes, I'm still here. Listen, Niles, just tell him that Charles Blackenbridge will be backing the play, okay?"

"But Miss Babcock, you couldn't possibly have gotten down to Mexico yet. Oh, I've forgotten how fast your broom is."

"Niles, shut up. Just listen. I didn't go to Mexico. I called Blackenbridge on my cellphone to get his exact address. He said he was glad I'd called because he'd been trying to get ahold of Maxwell for a while to tell him he had to leave suddenly on business, so I could just stay here. I got a verbal agreement from him. After his business trip, he'll be coming here to sign the paperwork. Tell Maxwell I'll have it ready for him."

Niles had been furiously scribbling the details so as not to miss anything. "Oh, the paperwork?" he asked snidely.

"Just give him the message! I'm going out for a drink." C.C. snarled and hung up in his ear.

"Well! Of all the ill-bred things to do!" Niles stared at the receiver in shock. That wasn't like Miss Babcock. She had barely said two nasty things to him. And they weren't even good ones. She sure hadn't sounded like herself—sounded a little depressed, actually. And she'd never hung up on him before, no matter what he'd said to her. Niles thoughtfully replaced the phone and took the message to Mr. Sheffield's desk before heading up to bed. For some weird reason, he couldn't stop thinking about Miss Babcock. Again, he wondered if she were alright, wondering simultaneously why he cared.

Maxwell and Fran had gone driving, talking non-stop all the while. He had asked her to marry him. She, having been speechless possibly for the first time in her life, had only nodded in awe. Then he'd kissed her again. Oy, those lips! She was so happy. He was so happy. They'd gotten into the Porsche, where Fran finally found her tongue (no, it wasn't down Max's throat!) and began babbling about wedding plans, honeymoon plans, her parents. Whenever Max could get a word in edgewise, he would interject a comment here and there, but mostly he just drove, with a huge smile on his face and a small, soft hand in his.

Finally, when Fran had gone silent, exhausted after the past two days' events, Maxwell said, "Should we go home and tell the children?"

This began another yakking tirade from his new fiancée. Max could only smile. Fran told him about meeting with his children in Central Park, then began talking about Niles, ending with, "Oh, Mr. Sheff—I mean, Max," and she giggled, "Niles is the most wonderful friend anyone could ever have."

"I know, Fran. I know he is. If it wasn't for him, this" he waved his hand about the car, indicating their current situation "may never have come to pass." Then after more careful thought, "If it weren't for Niles, I may have lost the woman I love forever."

Upon receiving a questioning gaze from Fran, Max proceeded to tell her all the things he'd said to him after Fran had left, and about him singing to Grace, and how that song had finally given him the courage to go to her.

"What song was it?" Fran asked.

"When You Wish Upon a Star. Kind of silly, isn't it?" he asked, somewhat embarrassed.

"You're kidding. I was humming that tune after dinner at Ma's tonight. And I couldn't figure out why. That is so weird." Psychic, was more like it.

They continued holding hands in silence until they reached the house. As Maxwell unlocked the front door, Fran asked, "Are you sure you're okay with this? I mean, you're not gonna back out as soon as we walk through that door, right?"

"No, I'm not, Fran. I love you. Hell, I told all of Queens, this should be easy."

Fran giggled and threw her arms around his neck and they kissed once more. "And I love you." she said.

"Then we can get through anything." Maxwell responded, as he opened the door.

The house was dark. The children and Niles were all sleeping. Fran and Max, not wanting to leave each other alone for even a minute, headed to the kitchen for some food. In the refrigerator they found the two plates Niles had prepared for them, heated them up in the microwave, and stuffed themselves. Neither had really eaten properly for quite some time.

The laughter and talking in the kitchen had awakened Grace, who came down the back steps, quite sleepy-eyed, to investigate. As it dawned on her who sat before her, she squealed with delight. "Daddy! FRAN!!!" Grace rushed into Fran's open arms. "I knew you'd come back, I just knew it!"

Maxwell ruffled the top of Grace's head and smiled broadly at the two of them. Yes, things were now as they should be. His family was together again. "This time," he thought, "it's forever." He marveled at how his outlook on life had changed so drastically in the last 48 hours. If someone had told him on Monday that he'd be engaged by Saturday night, he would have scoffed at them. He had really gone through a transformation. And he was enjoying the aftermath intensely.

The next morning Niles, as usual, had risen early. He had just begun making breakfast when Fran came walking through the kitchen door looking absolutely fabulous.

Niles' eyes widened in surprise at seeing her there. She rushed up to him and threw her arms around him.

"Oh, Niles! He loves me, he loves me, he loves me!" she squealed.

"No kidding, no kidding, no kidding!" he replied, laughing. Then, a little more quietly he said, "And is it for good this time?"

"This one belongs on Ripley's Believe It or Not!, Niles! Not only did he say he loved me, but he asked me to marry him!"

"Alright!" Niles slapped Fran a high-five, and they jumped up and down together for joy.

Fran proceeded to tell him the events of the night before, ending with, "Oh, Niles, how can I ever thank you for helping me and Max through this?"

Niles faked a puppy-dog hurt look. "Oh, it's Max now, is it? Gee, I've been with him ten times longer than you have, and I don't get to call him Max." He then burst out laughing, as did Fran. He went back to fixing breakfast and said, "Really, Miss—uh, Fran, you have no idea how happy this makes me. For many reasons." He grinned evilly as he thought of the look that would appear on Miss Babcock's face when he told her.

Jokingly, Fran replied, "Not the least of which is now you have Miss Babcock all to yourself."

Raising one eyebrow, Niles considered this for a moment. There was truth in that statement, in more ways than one.

"So tell me, Niles. How ya gonna break it to her?" Fran asked, seating herself at the kitchen table.

"Oh, that's the best part of this whole thing. This will be my finest performance ever! After I tell her, I can die a very happy man. It will be priceless!" After a look from Fran, he added, "Oh, I promise I'll let you watch!"

She laughed. "Meanwhile, have you ever wondered why you and Miss Babcock are at each others' throats all the time?"

"Isn't it obvious? We despise one another intensely."

"I agree with the intensely part."

"Now what does that mean?" he asked, bringing her toast, juice and an egg.

"Yeah, right, like you don't know. Lemme tell ya somethin', mister, when you and Miss Babcock are in the same room, it's like the 4th of July!" she said, snapping her fingers repeatedly on that last phrase.

"Really, Fran, now that you've gotten yourself a man, that's no reason to start fiddling with other peoples' affairs." Niles found it simply refreshing to be back on the same old track. He thought he'd never be chatting like this with Fran ever again.

Fran gasped. "You and Miss Babcock are having an affair!?!?"

Niles came up behind her and smacked the back of her head lightly.

"Oh, you're right, never mind." she said in response. "Anyway, I have so much to do today! People to call, places to go—"

"A man to love...." Maxwell crooned, entering the kitchen. Fran rushed up to him and they kissed passionately.

Niles only smiled and rolled his eyes heavenward. It pleased him so to see these two wonderful people happy at last. Oh, there were sure to be tiffs and misunderstandings along the way, but life was certainly good, and he knew it would stay that way.

Breaking out of Fran's embrace, Maxwell walked over to Niles. "Congratulate me, old boy, I'm getting married!" and he stuck out his hand.

Feigning complete surprise, Niles pumped Max's hand furiously. "Oh, congratulations, sir! This is wonderful news! I am so happy for you!"

Fran winked at Niles as she came to stand next to Max, wrapping her arms around his neck. Niles returned the wink and smiled.

"Well, Niles, Fran and I will probably be out and about most of the day. D'you think you can hold the fort down?"

"Of course, sir." Niles replied.

At this moment, all three Sheffield children came crashing down the back steps. "See?" Grace exclaimed, pointing at Max and Fran. "I told you they were both here! I told you!"

Maggie ran to Fran for a hug, and Grace was soon to follow. Brighton walked up to his father and shook his hand. "Good show, Dad."

"Thank you, son. But," he said a little louder, directing his next statement at all three children, "there's something else, too. Fran and I are getting married!"

All three stood in quiet awe for a moment, there's eyes having grown large as saucers. "Really?" Brighton asked.

"Yes, really. What do you think?" Maxwell asked apprehensively.

His fears were soon put to rest, however, when the kids began jumping up and down for joy, squealing and babbling and crying happy tears. Niles could only watch misty-eyed, at this display before him. All five of them headed for the living room, still making a lot of noise, as Niles sat on a stool. He was genuinely happy for them all. Mr. Sheffield would be a complete man once again. Fran's wildest dreams were finally coming true. And the children would finally have two parents—both of whom loved them completely. So why was Niles feeling a little sad? He'd been ecstatic only a moment ago when Fran had first told him about the proposal. Then he realized what was happening. The Sheffields were now truly going to be a real family, and although Niles knew he was well-loved by them all, he felt a pang of sorrow that he had no such thing. They were his family, and wonderful they were, but he had none of his own. The more he thought about this, the more depressed he became. Depression led him to thinking about Miss Babcock's state of mind yesterday. "Now why does she always keep jumping into my head?" he asked of no one. Then he remembered the message she'd left for his employer, and he rushed to the living room to tell Maxwell, but they were all gone. "Sir?" he called out. "Children? Fran?" No answer. Niles nodded his head in understanding and went back to the kitchen to clean up. No one but Fran had even had breakfast. He sighed. "It's my lot in life." he said as he put the unused food away.

Niles had spent most of the morning watching game shows and talk shows on television, feeling quite sorry for himself. He'd been spending so much time concentrating on Mr. Sheffield and Fran, and of course, torturing Miss Babcock, that he'd rather forgotten his own personal life. Now that the two lovebirds were finally together, all he had left was Miss Babcock. "Oh, how sad." he said. "I really don't have a life."

Just then the phone rang. He went to it and picked it up. "Sheffield residence."

"It's me. Is Maxwell there?" C.C. said, groaning that she'd gotten Niles again.

"No. He, Fran and the children are out and about." Niles replied. He was too depressed to even try a jab at her.

"Since when do you call her Fran?" C.C. asked, surprised.

"Since she told me to. What do you care?"

C.C. stumbled over that one. "I don't. It just sounds weird coming from you. But then, again, everything sounds weird coming from you."

"You know, I think you just paid me a compliment." Niles responded, beginning to feel better. Why did bantering with this woman cheer him up?

"My apologies. I meant nothing of the sort. Did you give him my message yesterday?"

"I put it on Mr. Sheffield's desk, but I don't think he got it."

"Oh. Well, listen, Niles, I have to come and get some information from the office, so I'll be over in a few minutes."

"You know, you really shouldn't warn me when you're coming over. Now I'll be ready for you."

"Oh, please." C.C. answered and then hung up.

Niles stood thinking for a moment. Now, how could he break it to Miss Babcock that Mr. Sheffield and Fran were engaged? A slow smile began to spread across his face. He had just the thing! "You're gonna get it now, Babcock!" he exclaimed in glee as he headed up the stairs.

C.C. arrived at the Sheffield home three hours later. She found the door unlocked, and made a mental note to bust Niles' chops over it. But when she entered, saying her usual "Hello, hello!", she found no one there to greet her. Well, Niles had said Maxwell was out with Nanny Fine and the kids. She crossed quickly to the office and entered. The only light came from the sky outside. She noticed the terrace doors were wide open and hurried over to close them. "This is odd," she thought, "Niles never leaves these doors open." She grabbed the papers she needed off Maxwell's desk just as she heard the front door open. Turning to look once more at the terrace doors, she shrugged and left the room.

Mr. Sheffield's large desk chair swiveled around, revealing Niles. "Damn!" he hissed. "Foiled again!" and he rose to check out the scene in the living room. Now he'd never get his chance to put one over on his enemy. "I'm going to kill them for coming back so soon!" he vowed.

As Niles entered, Grace was jumping up and down shouting "Daddy and Fran are getting married! Daddy and Fran are getting married! Daddy and Fran are getting married!"

C.C.'s face went blank, and her hand went to her chest. "Oh, my heart!" she gasped.

Niles wasn't missing this opportunity. "What, did someone try to drive a wooden stake through it again?" he asked sweetly, coming to stand beside her.

She glared at Niles, then asked, "Maxwell, is this true?"

Putting his arm around Fran, Max replied, "Yes, indeed, C.C. It's true! Fran and I are going to be married!" Then they kissed.

"Yuck!" the children said in unison as they headed up the stairs.

Niles went about the task of putting all their coats in the closet, watching C.C.'s face as he did so. Oh, how he'd wished he could've been the one to spring it on her! And he'd had a marvelously devilish plan, too! Foolproof! "Blast!" he exclaimed.

Maxwell broke from his embrace with Fran, turning to Niles and asking, "What is it, Niles?"

"Oh, nothing, sir," Niles whined, "it's just that you've spoiled my once-in-a-lifetime chance to scare the hell out of that woman." He ended by pointing to C.C. He glared at Fran, who silently mouthed 'Sorry!' to him.

Having recovered, C.C. spat, "You do that every time you show me your face!"

"Niles, that's terrible! Why would you want to do that to C.C.?" Max asked sincerely. What was it with his butler, anyway? And his business associate?

"Oh, sir, you'll never understand." Niles shook his head and walked once again towards C.C. as Fran and Max headed for the office.

"Nor do I ever want to." Max retorted as they went through the door. He received a slap on the arm from Fran for that one.

"I bet you just couldn't wait to spring that one on me!" C.C. glared at Niles as she stood in the middle of the living room, looking a little defeated.

"You're right. It would have been the first time a man had sprung anything on you!" he retorted.

C.C. began feeling like her old self again.

"Oh, you're one to talk, Scrubbing Bubble! I don't see any women throwing themselves at you!" she practically screamed, stalking towards him.

But then she tripped, and landed square on top of Niles, throwing him off-balance and onto the floor.

Trying to force back a laugh, Niles asked, "You were saying?"

Having heard the commotion, Max and Fran had come back through the living room door, only to find Niles laying on the floor, arms around C.C.'s waist as she lay on top of him.

"Ohhhh!!!!" C.C. growled, struggling to stand upright. "You just stay away from me, you turnip!" she screeched and ran out the front door.

Niles stood, dusting himself off, only to find his two friends staring at him mouths open. "What?" he asked innocently.

Maxwell shook his head. Fran said, "Boy, we can't leave you two alone for a minute."

"Nonsense, Fran." Niles shrugged her statement off. He was a little confused by the way he suddenly felt. Having C.C. Babcock lying on top of him, even for so brief a time, had actually—dear God in Heaven—turned him on! "She tripped and I caught her."

Maxwell finally found words and said, "It's a good thing you were there, then. She could have hurt herself."

Niles, bringing his fist down upon his palm in frustration, said, "Damn! That's twice in one day. I think I'm losing my touch."

Fran and Max exited the room, shaking their heads, leaving Niles in solitude. What the devil had just happened? Miss Babcock ending up on top of him in a reverse missionary position had surprised him as much as it had her. But in those few seconds as they stared, rather glared, into each others' eyes, Niles thought he had seen something he'd never seen there before—desire. He must have been misreading it. That was the only plausible explanation. And as for his feelings? Well, he was going to be certain he never felt—THAT—for her again.

C.C. Babcock had quickly hailed a cab outside the Sheffield home. Once again, almost in tears. She had humiliated herself in front of Niles, and then Maxwell and Nanny Fine to boot. They were getting married. This had thrown C.C. for a loop. She hadn't quite been prepared for such a thing so soon. Only yesterday, Nanny Fine had been gone for good. Whatever had happened, she was so glad she hadn't found it out from the butler. He would've really given it to her. Thank God for small favors.

Then C.C. wondered about something—when she'd tripped and landed on top of Niles, she had briefly felt—something. It was so weird. She couldn't identify it, exactly. Her heart had begun beating faster, but she nonchalantly attributed that to having almost busted her head open on the floor. As she'd looked into Niles' eyes, she had momentarily been unable to move—seemingly transfixed. But she also attributed that to the fall. She had blushed, begun breathing rapidly, and felt dizzy—all things she felt could be blamed on tripping. Sighing, C.C. got out of the cab at her apartment building and headed up the stairs. She needed the walk.

As she rounded the last landing before her floor, who was at the top of the stairs to greet her but her geriatric neighbor lady, old Bat Crabtree—someone she hated even more than she hated Niles. If that were possible.

"Ooo, it's the witch! Stay away from me, you evil creature!" the old lady shrieked, backing away from C.C. and shaking her cane at her.

"Shut up, old lady." C.C. muttered. "Or I'll turn you into the rat you are!"

"Help! Help! I'm being threatened! Help!" the woman screamed, hobbling to the elevator.

"If you don't leave me the hell alone, I WILL threaten you, and I WILL mean it, you old crow!" C.C. menaced, starting towards the old woman. That's what she needed—a good fight. It would cheer her up.

Her neighbor screamed as she frantically pressed the elevator call button repeatedly. "No! No! Stay back! Get away from me! I'll have you committed!"

"Excuse me," came a voice from the opening elevator, "but that's my job."

C.C.'s head whipped around at the sound of that voice. "Niles?" she asked. "What the hell are you doing here?"

"Ahhh! Ahhhhh!" screamed the old woman. "She's conjured up the devil himself to finish me off! Get away you ugly man!"

"HEY!" C.C. screamed at Mrs Crabtree. "Nobody insults him but me!"

"Why, Miss Babcock, if I didn't know better, I'd say you were defending me!" Niles said, stepping off the elevator.

"Defending, hell! I'm the one who calls you names, not that prune!"

Niles laughed evilly. C.C. saw the humor in the situation—her neighbor had cowered up against the wall, mumbling The Lord's Prayer, looking at the two of them in horror—and she began to laugh that low, evil laugh of hers as well.

"Oh, God, please save me! They've come to finish me off! I knew it, I knew you were a witch!" she shrieked at C.C. Then, pointing at Niles, "And he's your evil servant!"

C.C. sneered at Niles, "Well, maybe she's not that far off base."

"Oh, can it, Babcock."

C.C. began walking back towards her apartment, Niles in tow. "What are you doing here, anyway?" she threw back over her shoulder, not sure whether she was happy to see him or revolted.

As she unlocked her door, Niles answered, "Well, I certainly didn't come here of my own free will. You dropped these papers and Mr. Sheffield forced me to bring them to you." He extended the papers to her and she took them, not looking at him.

"Oh, thanks." she mumbled. As she opened the door and Niles turned to leave, C.C.'s dog Chester came flying through the door yapping incessantly. He whooshed past Niles and down the steps.

"CHESTER!!" C.C. screamed, running after him. "Niles, Chester just ran off!"

"So I'd noticed." he responded, calmly pushing the elevator call button. C.C.'s old neighbor lady had darted into the elevator as soon as Niles and C.C. had headed for her apartment, so it took a while for the elevator to reach the 20th floor. C.C. could be heard thunking down the stairs, screaming, "CHESTER! CHEEEEESTTEEEEEERRRRR!" as she went.

Niles entered the elevator shaking his head. Even C.C.'s dog didn't want to be near her. He felt suddenly sorry for her but shook it off. He reached the ground floor and stepped out of the elevator only to be pushed out of the way by C.C., who had just reached the floor herself. Niles watched in mild amusement as C.C.'s neighbor from upstairs, standing right at the front door of the building, screamed when she saw C.C. flying towards her. She opened the door to run out, and Chester flew past her, still yapping.

"NOOO! CHESTER!!!" C.C. shrieked. She shoved past the old lady and ran after him.

"Oh, no!" Niles exclaimed, running towards the door. "You stupid old bat!" he snarled at the old women. Then he took off for the Town Car, hoping to be able to catch up to the dog and its owner. Of course, it was not out of concern for Miss Babcock—it was simply that Niles knew the trouble a tiny Pomeranian could get into if left unattended in a city this big. At least, that's what he told himself repeatedly as he ran.

In a panic, C.C. was sprinting after her dog. Luckily, she hadn't dressed up today. Heels would not have worked. She was, after all, only stopping by Maxwell's office for a moment to gather up some paperwork. So she had donned jeans, a white button-down shirt and her new pair of sneakers. Well, they were actually four years old, but C.C. Babcock always had to look good, so she rarely wore them. It might have hurt her image. But today she hadn't cared a fig for her image. She had only wanted to be comfortable. The more she ran, the more grateful she was for those sneakers. She could see Chester weaving in and out of peoples' legs on the sidewalk, and she continued screeching at the top of her voice for her dog to come back to her. Why the hell had he run away? She hadn't been gone that long! And stupid, thoughtless Niles had just stood there as Chester had run past him. He hadn't even lifted a finger to help her. She decided she'd make him pay if she lost Chester. She knocked passersby out of her way as she continued to pursue the dog. She got many dirty looks (nothing new) and several Hey!'s and Watch where you goin', lady!'s, but she ignored them all. Chester was all she had in this world, and she wasn't going to lose him.

Niles had reached the Town Car in rather short order, and had revved it up and sped away in the direction he'd seen Miss Babcock go. He searched the streets frantically for a half-hour, unable to find either Chester or Miss Babcock. He then thought to call her. He knew this car's phone had her as speed dial #2, so he put it on speakerphone and hit the button. The phone rang four times before C.C.'s machine kicked on. "Hello." she said, almost seductively. "You have reached C.C. Babcock. I am otherwise engaged, but will return your call as soon as possible. Please leave a message. Thank you."

"Gag me!" Niles growled as he ended the call. She wasn't home yet, so that meant only that she'd not found Chester. Or that she'd found him and was on her way home with him. Or that she'd found him and something terrible had happened. Maybe Chester had been injured. Maybe he'd been dognapped again. Maybe Miss Babcock had been injured. Lord only knows how many people would take advantage of a dumb bottled-blonde running insanely down the street after her dog.

Niles drove round and round in concentric circles, working his way outward from Miss Babcock's apartment building, then back again, then out again. He'd not see hide nor hair of her or Chester since they'd run out of the building. An hour-and-a-half had now gone by. Niles had grown more and more worried with each passing moment. He'd called Miss Babcock's apartment countless times in the last hour, and had left her three messages, asking that she call the Town Car upon her return, saying he was concerned about her dog. God forbid she get the idea he cared about her. Where the hell could those two be?

Twilight was now in the sky, and Niles cursed, knowing he wouldn't be able to see in a short time. Darkness fell quickly in Manhattan, the tall buildings shutting out the horizon. He noticed that he'd gotten closer and closer to a less reputable area than that in which Miss Babcock lived. He stopped the car on the side of the road, sighing. "Where are you?" he asked aloud. "Mr. Sheffield will never forgive me." He got out of the car, looking up and down the street, straining his eyes in what little was left of the light. The street was practically empty. The lamps began to flicker on one by one. Sadly, Niles reentered the car and started back towards Miss Babcock's apartment, calling three more times on the way to no avail.

Upon his arrival, he ran into the building, took the elevator to her floor, and ran towards her door. It was half-open. Somewhat frightened, he cautiously entered. Upon seeing it empty, he relaxed a little, realizing she must have left it open when she'd gone after Chester. He'd picked up the work papers and her handbag from in front of the door where she'd dropped them and placed them on a table inside. He flipped on the light and looked around. Never having seen Miss Babcock's apartment before (interestingly enough), his curiosity got the better of him and he looked around a little. He found the answering machine and listened to the messages, which were all from him. He noticed how panicky he sounded and decided to erase them so she wouldn't hear them upon her return. The rooms here were sparsely decorated, with nary a picture to be found, save that of her brother Noel. He peeked into her bedroom, just to be certain she wasn't home. Finding a pad of paper and a pen near the phone, he scribbled a note to her:

He locked the door from the inside, took the keys from the lock, then closed it and left. As he drove home, he continued to search the streets for any sign of the missing dog or Miss Babcock. No luck. Upon his return, he entered the back door, only to have Mr. Sheffield and Fran come crashing through the kitchen door from the living room.

"Niles!" Fran exclaimed, noticing his rather disheveled appearance.

"Is Miss Babcock here?" he asked.

Fran had rushed up to him. "No, she's not here. Are you okay?"

"Where have you been?" Maxwell asked, coming towards them. "I send you off to deliver some papers to C.C. and you decide to go joyriding?" he chided, not believing for a second that that's what had happened.

"No, sir, I did not go joyriding." Niles answered, seating himself dejectedly at the kitchen table.

Fran knew immediately that something was wrong. She pulled chair right next to Niles and sat down with her hands on his arm. "What happened, Niles? What's wrong?" she asked, very worried. Maxwell pulled up another chair to listen. His old friend didn't look right.

"I don't know where to begin." Niles answered, loosening his tie. Fran helped him remove his jacket as he continued. "I went to Miss Babcock's apartment building and gave her the papers. When she opened her door, Chester ran away."

"Oh, no!" Fran exclaimed, covering her mouth with her hand.

"How could he have run away from the 20th floor?" Maxwell asked.

"He ran down the steps, sir. Miss Babcock went running after him. Her horrible neighbor lady opened the front door and let Chester out. Miss Babcock followed him on foot while I took the Town Car." He paused, remembering how he had progressively more panicked as the minutes had ticked by.

"Well, what happened, old man?" Maxwell asked, concerned.

"I drove around for almost two hours and I couldn't find either of them. I lost them, sir."

"Well, did you try Miss Babcock's apartment again?" Fran asked.

"Many times. I left her a note to call here upon her return. I looked everywhere, Fran. Everywhere. I just couldn't find them. And even if she does return there, she doesn't have her keys. I do. She left them in the door when she ran after Chester. I didn't want to leave them there, so I took them and locked her door. I can't believe I couldn't find them!" Niles placed his head in his hands, not caring how his behavior appeared to Mr. Sheffield and Fran.

Fran turned to look at Max. Their faces bore looks of both confusion and concern. She placed a comforting arm around Niles' shoulders and patted his arm. "I'm sure they're fine, Niles. I mean, Miss Babcock knows self-defense. And Chester can bite—he bites her all the time!"

When no demeaning comment was forthcoming, Fran turned to look at Maxwell again. She motioned for them to leave the room. He nodded, and they arose from their seats. "It'll be okay, Niles. You'll see. She'll be here first thing tomorrow morning to torture you." Fran tried comforting him, but he said nothing in return.

Maxwell and Fran rushed into the living room. "Oh, my God, Max, do you think something bad happened to Miss Babcock?" Fran asked.

"I don't know, Fran. It's not like Chester's never gotten away from her before. But it is awfully strange that she hasn't returned to her apartment yet."

"Well, let's call her. She's probably back there already, safe and sound."

Maxwell nodded and picked up the phone, dialing her number. It rang four times, then came the answering machine. He left a message for her to call when she got in, no matter the time, as they were all worried about her and Chester. He and Fran exchanged looks. They were thinking the same thing. "Hospitals." they said in unison.

Fran ran for the phone book while Max decided first to try the police. They had nothing to report, so he called each of the local hospitals in succession, none of them having admitted anyone resembling C.C. He placed the phone back on the hook. Fran grabbed it up and called Miss Babcock's apartment again, but only received the answering machine in response. "Oh, Max, what do you think happened to them?" Fran whined. She was getting scared.

Niles came through the kitchen door and looked at their faces. He'd heard them calling the different hospitals, but could tell from the looks on their faces that they'd had no luck. He was partly relieved, but also very upset that Miss Babcock hadn't yet been found.

Fran could feel that her friend was in turmoil. She crossed quickly to him, once again placing her hand on his arm. "Oh, Niles, I'm sure Miss Babcock and Chester are fine. You know how she is. She's probably doing this on purpose to scare you."

"It's all my fault, Fran. If only I had followed her on foot, then maybe I wouldn't have lost them."

Maxwell chastised him. "Oh, come on, Niles, with your recent heart trouble, you would've ended up dead on the sidewalk, and then where would we all be?"

Fran nodded in agreement. "That's right, Niles. Now, listen, everything will be alright. Don't you worry. You just go to bed and get some rest. I'm sure you'll see that everything's back to normal tomorrow."

"Fran's right." Max added, coming up behind Niles and placing a hand on his shoulder. "There's nothing more to be done tonight. You go rest."

Niles nodded, growing sadder with each attempt made by his friends to make him feel better. He knew they meant well, but he felt more than just a little guilty, and he really was worried sick over both Chester and his mistress. If only he could have moved a little faster... "You're right. I'll see you in the morning." he mumbled, and headed up the stairs.

Maxwell called the police station one more time before he and Fran headed up the stairs, each to their own bedrooms. They had agreed to maintain a proper example for the children, and not sleep in the same room until after they were married. Both were a little disappointed at having to do it, but they also wanted something saved for their first night together as man and wife. Right now, though, they were both too worried about Miss Babcock, Chester and Niles to think about much else.

"Do you think he'll be okay?" Fran asked.

"I hope so." Max replied, looking worriedly at Niles' bedroom door. "I haven't seen him this upset since you left. Which really wasn't that long ago, but these are the only two times I've ever seen him like this. I know he cares a great deal about you, but—well, I didn't think...."

"That he cared for Miss Babcock?" Fran finished his sentence for him.

"Yes, that's it exactly. It seems rather strange. I thought those two hated each other."

"Well, me too, but that doesn't mean he wants her hurt or—" Fran was cut off in mid-sentence by Niles' emergence from his room. He had his bathrobe on and was headed for the bathroom. He looked very sad indeed, barely trying to smile at them as he headed down the hall.

Fran and Max looked at each other questioningly as Fran opened her bedroom door. Max gave her a quick peck on the lips before heading for his own room. He was too concerned for Niles to even think about anything further with Fran, and he knew she understood. Once in his room, Maxwell heard Niles leave the bathroom and wondered if he should talk to him at all. But what would he say? No, he decided, tomorrow morning would probably find C.C. in the kitchen slinging insults back and forth with Niles as usual, and all this worrying would be for nothing. Better just to let it go for now. If—and this was a big IF—C.C. hadn't turned up by this time tomorrow, that would be the time to talk to Niles.

It was very dark out. C.C. Babcock had been wandering aimlessly for hours in search of Chester. She'd lost sight of him only fifteen minutes after she'd begun chasing him, but had continued searching everywhere, praying she'd find him. Now she realized she'd somehow made it to the water. Exhausted, C.C. sat down on a crate and finally allowed her tears to flow freely. It actually felt good to cry like this. She'd fought it back each and every time they'd tried before, but this time she just let herself go. Why was this happening to her? Where was her poor little puppy? Poor, sweet, innocent little Chester. Sure, he'd bitten her, and she'd screamed at him, and he'd growled at her, and she'd threatened him, and he'd tortured her endlessly, and she had wished him dead a thousand times. But that was how all C.C.'s really good relationships were. She caught herself in that thought. That's exactly how her relationship was with Niles, too.

Niles! That son-of-a-bitch hadn't even tried to help her when Chester'd run off. He'd just stood there as she'd raced out after him. Here she was, at the lowest point in her life, and nobody cared. Not even her dog wanted to be near her. Her family could care less about her. They never really had. And Maxwell had Nanny Fine to make him happy. That had left C.C. with only her dog and her arch-rival. And tonight, they had both made it very clear that she was unimportant to them as well. Other than being good at business, C.C. really had nothing in her life which meant anything. It used to be that work was enough for C.C. Babcock. For many years she had cultivated the persona she now carried with her—that of a strong, self-supporting career woman, who needed nothing and no one in her life to rely on. But the older C.C. got, the more she questioned her decisions in life. Over the years she'd sabotaged potentially decent relationships with perfectly nice men in one way or another. She had, for so long, had eyes only for Maxwell, and he'd never wanted her, not after Sarah's death, not during all those empty years before Nanny Fine's arrival, and especially not since her arrival. She'd had Chester for 4 years and he still ran away from her. And then there was Niles. Her thoughts and feelings on this subject were quite jumbled.

As she sat there, growing colder, tears falling, she thought of all the fun times she'd had with Niles. She truly had despised him for many years. They had never been friendly, from the beginning. They had ignored one another when C.C. had first come to work for Maxwell. She had made it a practice in life not to socialize with the lower class, and she'd be making no exceptions with Maxwell's butler. But after several years of working for the same man, their first conversation had taken place (if it could be called a conversation) one night when she and Maxwell were working late. She smiled through her tears as she remembered that first real exchange of words. And wits.

(Imagine a flashback sequence here—C.C. Babcock wearing a gray pleated skirt reaching the middle of her shins and a white silk blouse with a high neck and a cameo at her throat, gray two-inch heels on her feet, her very long hair tied back in a stern bun. Niles—hair a little thicker with more of a reddish tint to it, wearing a blue sweatsuit with a hooded top and sneakers on his feet.)

She was tired and cranky, and there was still at least a couple of hours work to be done. Maxwell, thinking Niles had gone to bed, asked C.C. to fetch him some more coffee. Glad to get up and walk around, C.C. had obliged, heading for the kitchen. Niles was sitting at the kitchen table leafing through a cookbook. Her entrance had seemed to startle him.

"Niles, Maxwell wants more coffee." she'd said, placing the mugs on the table in front of him. She'd be damned if she was going to make it while he was here.

Niles had given her a dirty look and risen to make a fresh pot. This was the first time ever that C.C. had seen him in anything but a full suit. She had found it rather funny and laughed.

"What's so funny?" he'd asked, annoyed.

"Nothing. I've just never seen you so—casual before." she chortled.

"I didn't know you paid attention." he retorted.

"Well, I always like to make sure the help is dressed properly. It's just something that comes naturally."

"Unlike your hair color." Niles said hotly.

C.C.'s eyes widened in disbelief. "What did you just say to me, servant?"

"You heard me, witch."

C.C. couldn't believe how this man was speaking to her. "And just who do you think you are?" she asked, walking towards him.

"I am the person who runs this whole household. Who do you think you are?" he responded, looking her dead in the eye.

Not used to this type of behavior from anyone, let alone a butler, C.C. was not to be outdone. "I happen to be C.C. Babcock, associate of Maxwell Sheffield, second largest Broadway producer in this city!"

Niles scoffed at her tirade. "I know exactly who you are."

"And?"

"I could care less!" he answered.

C.C. stood speechless as Niles, having finished making the pot of coffee, crossed in front of her, grabbed his cookbook, and trotted up the back steps. She stood there staring up after him, completely unable to move out of shock. Had Maxwell's servant just spoken to her like—THAT?

"MAXWELL!!" C.C. shrieked, heading into the office.

Now back in the present, getting colder and colder, C.C. laughed as she remembered. That had been the start of a sick relationship between the two of them which had consisted of one-upping each other with insults every chance they got. She knew Niles won almost every contest of words, but she knew that she won almost every contest of wills. No matter what he had ever said or done to her, she had always maintained, or at least regained, her composure, and she had always been proud of that. To this day, he was still undermining her at every turn, but she had managed to keep her job and to keep her chin in the air no matter what. And she knew that bugged the hell out of him, so he kept trying and she kept giving it back to him, and that was just how it had been. Her one trump card had always been that he thought she was still after Maxwell, and she knew he was good friends with Nanny Fine, so she always got under his skin by pretending to be after their employer.

Nanny Fine. Oh, how she had hated that woman over the past few years. Beautiful, sexy, thin. Gaudy, tasteless clothing. Always prancing around after Maxwell, wiggling her hips and causing Maxwell so much trouble. C.C. had watched Maxwell push her further and further away, and watched that nanny worm her way closer and closer to him until at last she'd realized that there would never be any hope for her and Maxwell. That had been a difficult day for her, but she had overcome it as she had so many obstacles in her life. And she'd actually become quite friendly with Nanny Fine of late. They had gone out together several times—sometimes with her idiot pal Val and sometimes without. God, that girl was a loser! She no longer hated Nanny Fine—she just hated that Maxwell loved her instead of C.C. But one couldn't change what was in a person's heart and even C.C., the most cold-hearted person in Manhattan, knew that.

So for a while she'd been a little depressed, but her bouts with Niles had, more and more, served to bring her out of her dark spells whenever they hit. She had actually found herself looking forward to arriving at the Sheffield house each morning—no longer because of Maxwell, but because she'd spent the whole night previous thinking of all the delicious things she could say to Niles. She had come to respect him as an equally matched sparring partner. No matter what was happening in her life, which usually wasn't much, she knew she could always count on him for a good laugh.

But other things had happened between them too, things which were confusing the hell out of C.C. There was the butler's function she'd gone to with him. He had, she admitted to herself, looked smashing in that tuxedo. And he was a great dancer. And that night they were at the Sheffield house alone. C.C. had been making a last-ditch attempt at seducing Maxwell, but her plans had been ruined by Nanny Fine, as usual. Niles had played that dirty trick on her, pretending to be Maxwell. She thought of how ridiculous she must have looked to him as she clucked away and laughed out loud. After he'd walked out of the office, she'd sat there and chugged the champagne which she'd intended for her and Maxwell. Half-crocked, she'd stumbled into the living room to find Niles pouring himself what was obviously not his first Johnny Walker Black.

"Make me one of those." she'd said, throwing herself on the couch.

Niles had brought her the drink and sat down next to her, much to her surprise. "You actually vaguely resemble a female tonight. Must have been one hell of a makeup job." he'd taunted.

"You should know, I found the supplies in your closet." she shot back.

They both took a swig of their drinks and made faces at its bitterness.

"So what the hell is your problem tonight?" she'd asked.

"You. What else?"

They had sat in silence for a while, drinking their drinks. Niles had gotten up four times to pour them more.

"You didn't really think I was Mr. Sheffield in there, did you?" Niles laughed evilly, indicating with his hand the office.

C.C. turned to glare at him. "I cannot believe you did that to me. That was low, Niles. Real low."

"Oh, then it must have been smack dab between your eyes."

THE FOLLOWING EXCERPT IS FROM "PEN PALS". I INTEND NO COPYRIGHT INFRINGEMENT, BUT FOR PURPOSES OF THIS STORY, IT IS NECESSARY TO INCLUDE THIS. ALL WORDS AND ACTIONS ARE PROPERTY OF FRAN'S SHOW—ALL THOUGHTS AND FEELINGS ARE PROPERTY OF ME.

"You know, Niles, I don't make it a habit to drink with the help."

"I've never been any help to you."

"Exactly." she responded, as they clinked their glasses together.

"Tell me, Rochester," she'd begun, honestly curious, "what'd you do to kill a day before I came along?"

"Well, truth be told, my life was a little empty." This gave her a momentary satisfaction. Then he turned to look at her, squinting his eyes and looking for all the world like the devil. "But now I have a hobby."

C.C. stood, exasperated. "I loathe you."

Niles, too, stood to face her. "I despise you."

C.C. began to feel something she hadn't felt in a long, long time. As she reflected upon it, she thought it must have been all the alcohol, but she actually wanted Niles right then and there. She suddenly felt a kind of lust. The more they bantered, the more bothered she became.

"Servant."

"Trollup."

"Bell Boy." she'd said in her sexiest voice, taking a step closer to him.

"Brunette."

That had been the last straw. As Niles came at her, she lunged herself at him, and their lips met, sending shockwaves through her body. He'd wrapped his arms around her body, and she'd thrown hers around his neck. She ran her fingers through his hair and ended with her hands around his face. Damn, was he a good kisser! Their mouths groped each other hungrily, and she got hotter. Lord knows what would have happened that night if Maxwell and Nanny Fine hadn't returned. She'd been so aflutter she'd even left her coat there.

"Swine." she'd said to him at the door.

"Chicken."

On that last one, she'd shivered in excitement and left, too drunk to care what Maxwell and Nanny Fine thought.

END OF SECTION FROM "PEN PALS."

And then there'd been that horrible time Niles had had a heart attack. Maxwell and Nanny Fine were off in London, and C.C. had been so jealous of that fact that she'd really taken to giving Niles hell. But he'd seemed to be enjoying every minute. That day, they had been there alone in the Sheffield home, she working in Maxwell's office and he, doing his usual servantile duties. He'd seemed absolutely fine, she remembered, as she recalled the exchange of words.

(Another flashback sequence. Niles wearing his usual blue suit, C.C. wearing her usual blue suit, etc.)

She'd been having trouble with one of the cast members for their most recent play, and had decided to walk around the house to think about the situation. Upon entering the living room, she saw Niles cleaning the mirror in the corner. He turned and looked at her, saying, "Problems, Miss Babcock?"

"Oh, nothing unusual for the entertainment industry." she'd replied absently.

Niles had begun walking towards her as he said in his drippiest voice, "Aw, why don't you tell Niles all about it."

"Why? What the hell do you know about entertainment?"

"That I'll have plenty of it as long as you're around."

She'd glared at him. "You know, 2000 Flushes, one of these days you're going to regret the things you've said to me."

"The only thing I'll regret is all the things I haven't said to you." he was now standing right next to her, looking directly into her eyes. She could smell his cologne.

Perplexed by his remark, she decided a try at another jibe. "So, is the mirror all clean now? You'd let it get so filthy this time. Shame on you."

"Oh, Miss Babcock, I didn't know your kind could even see themselves in a mirror." he'd retorted. Damn, he was good!

For a moment, neither of them had moved. They had stared deeply into each others' eyes. Once more, C.C. had felt the blood begin rushing through her veins. Nervous, she asked, "What's the matter, cat got your tongue?"

"Not yet." he'd replied. Her blood was boiling now.

"Cleaning lady."

"Woman of the night."

"Virgin."

He'd laughed. "You wish."

(The following dialogue is taken from the show. Please don't sue me anyone.)

"I wish I'd gone to London with Maxwell."

"Oh sure, you could have visited your old neighborhood, Stonehedge." Niles retorted.

"Oh, you mean the place where the rocks are older than yours?" C.C. answered, thinking herself to be very clever. When no smart remark was forthcoming from Niles, she set him up saying, "Don't make me get ugly."

Niles had turned to go back to the mirror as she'd spoken, but then C.C. saw him stiffen. He dropped his cloth and Windex. It seemed to C.C. as if everything was in slow motion. "Niles?"

He'd turned to her, his face a mask of terror. His mouth opened and shut, but no sound emerged. He clutched his hands to his chest as he sank to his knees.

"NILES!" she'd shrieked, rushing up to him. She, too, had fallen to her knees and there they knelt together, face-to-face. She was horrified. What the hell was happening here? "NILES, WHAT IS IT?"

"M-m-my........h-h-heart." he'd stammered. He reached one arm out to her. She'd taken his hand. He squeezed her hand tightly as his eyes closed. Before she knew it, he had fallen forward onto her, knocking her backwards.

"No! NO! NO!" she'd screamed, pushing him off her. His hand had fallen away from hers. She shook his limp body violently. "NILES! NILES! OH MY GOD! NILES, COME BACK! DON'T DO THIS TO ME!"

But he had just laid there, looking very dead. C.C. jumped to her feet, having begun to cry. "Oh, God, no, this can't be happening. It can't be happening. Please let him be okay, please let him be okay." she kept repeating as she grabbed the phone. She called 911 and they said the paramedics were on their way. Throwing the phone down, she rushed back to where he lay. Her heart and mind were screaming, and it all came out her mouth. "NILES, YOU SELFISH BRITISH SON-OF-A-BITCH, DON'T EVEN THINK ABOUT IT! YOU GET BACK HERE ON THE DOUBLE! PLEASE, GOD, PLEASE DON'T TAKE HIM AWAY FROM ME, PLEASE! NILES! WAKE UP, DAMN YOU ALL TO HELL! WAKE UP!"

Throughout her screaming fit, she had grabbed his hand in both of hers. She saw the rise and fall of his chest, so he was still alive, but she didn't know how long that would last. She pulled his hand to her tear-stained face and kept whispering over and over, "Niles, please come back to me. Niles, please come back to me. Niles, please come back to me."

That's how she'd been when the paramedics had arrived. They'd pushed her out of the way. The rest was just a blur to her, really. She'd seen them doing all sorts of things to him, she'd answered their questions as if in a dream, unwilling to believe this was for real.

"He's had a heart attack, ma'am." She heard one of the paramedics say to her. "Are you his wife?"

C.C. couldn't barely find the strength to whisper, "No." And had suddenly found herself wishing she was.

"Does he have any family?" the paramedic had asked.

"Uh, we're his family." she'd replied, indicating the house with a wave of her hand.

"Well, ma'am, I think you'd better contact them. And you should all come to the hospital."

C.C. had only been able to nod. She wanted to scream or run after them as they wheeled Niles out of the house on a stretcher, but she'd been frozen to the spot. Her mind was reeling. He couldn't die, he just couldn't. She needed him. Badly. Her hand had come to her mouth, as she trembled. No one this close to her had ever died before. No one she'd loved had ever died. Loved? LOVED? She loved him. Jesus, Mary and Joseph, that's what this was all about. She loved a butler. How the hell did this happen? she wondered. But it didn't matter now. Niles was down, and C.C. had to get to the hospital and get ahold of Maxwell.

C.C. shivered uncontrollably as she sat on the crate by the water, thinking about how rocked to the core she had been by Niles' heart attack. He had suddenly seemed so—vulnerable. And she had realized, in her moment of terror, that she loved him. But she knew, or she thought she knew, that he truly despised her. All those things that had happened between them, she was sure he had only done it to spite her. He was intent on destroying her, and he'd use whatever means he had to make his end. Even if it meant using himself, she thought. He didn't love her. He couldn't possibly. Sadly, C.C. Babcock began to sing.

And suddenly, C.C. wanted to go home. She rose and began walking up the street, mulling her feelings over in mind. It was only when she passed a telephone booth that she realized, "Oh, God, I don't have my keys!" Or her handbag. Or any money. What the hell would she do? She was a long way from home, too exhausted to walk. She looked at the telephone booth and decided to call the Sheffield home for help. Oh, this was going to be humiliating.

C.C. pressed '0' and told the operator she wanted to make a collect call, giving them the Sheffields' number. "One moment please while I try the call." the deadpan voice said.

As neither Maxwell nor Fran had a telephone in their bedrooms, Niles was the only one to hear it ring. He'd lain awake for hours in agony, wishing over and over again that he'd done something different. He'd finally fallen into a light, restless sleep when the phone startled him out of it. He sat bolt upright in bed and grabbed it, fearing the worst. In his wild state, he even forgot his usual butler manners.

"Hello?"

C.C. groaned. Oh, God, it was Niles. Of all the luck...

"I have a collect call from a C.C. Babcock. Will you accept the charges?" the operator asked.

"Yes!" Niles exclaimed. "Hello?" he practically screeched into the receiver.

"Good God, Niles, you don't need to make me deaf." C.C. growled.

"Miss Babcock? Is that you?" he asked, a wave of relief washing over him.

"No, it's Santa Clause. Of course it's me."

"Oh, thank God!"

"What?"

"I spent almost two hours looking for you and your dog!" he said, becoming angry. This was just like the heartless witch, to make him feel so miserable and not care.

"You-you did?" C.C. couldn't believe her ears. So Niles had tried to help.

"Well of course I did, you dilly. You didn't think I'd let a poor helpless dumb animal wander around alone in Manhattan, did you?"

"Niles, I—"

"Or Chester, for that matter."

C.C. began to fume. Niles was Niles. "Niles, just shut up and come get me."

"Feeling a little desperate, are we?"

"No, Niles, I mean it. I'm on Canal Street at a phone booth. I have no way to get home. I don't have my keys or my handbag. Please come get me, it's cold out here!" she pleaded.

"Canal Street?" Niles asked, once again becoming concerned. "You chased Chester all the way there?"

"I don't know where Chester is. I never found him." she replied dejectedly.

"Oh, Miss Babcock, I'm so sorry." Niles said as he hopped around his room pulling clothes on.

"You are?" she asked.

"Of course. Chester doesn't deserve to be lost."

"Niles, would you just get the hell down here?" C.C. shrieked.

"On my way." he said as he hung up the phone. He was almost giddy that she was alright. He felt badly about Chester, but he knew deep down the one he'd been concerned for was Miss Babcock. And now he had some fresh ammunition to hit her with. Now she owed him. He chuckled with glee as he raced down the steps and out to the Porsche. Hell, if he had to go out in the middle of the night to get Miss Babcock, he was going in style.

Niles raced off toward Canal Street, thinking of all the wonderful things he could say to her. And none of them were along the lines of 'Oh, thank heaven you're safe.' either. He was thankful, but he'd never let her know that.

C.C. hung up the phone, wondering at the way Niles had acted. At first he'd seemed concerned, but then he'd gone back to wisecracks, leaving her bewildered. He had tried to find them. Or so he said. How could she believe him? He may just have told her that to make her grateful to him and in his debt. "Fat chance." she said aloud.

As she waited for Niles to arrive, she leaned wearily against the phone booth. She was so upset and confused, she could hardly see straight. She thought she'd just die if he didn't get here soon. She heard footsteps and looked up to see two figures walking toward her. They were quite a ways off, and it didn't occur to C.C. to be wary of them. All she could think of was Chester. Where could he have gone? Was he hurt? What would he eat? Would someone take him in? Her baby was missing, she thought, feeling a pang of sorrow in her chest. Baby. Probably the closest thing to a baby she'd ever have.

Niles was getting closer. He found his heart was racing in anticipation. Oh, who the hell was he trying to kid? He'd been thinking about her the whole time he'd lain in bed this evening. He'd thought back to the Butler's Ball she'd gone to with him. He'd practically lost his bottom jaw when he'd seen her. She'd looked ravishing. But she hated him. Why would she voluntarily go out with him? Whenever he heard that oh, so familiar 'Hello, hello!' come through the Sheffield front door, his step got a bounce to it. He'd repeatedly tried to tell himself that was because he couldn't wait to put her down. But he had realized tonight there was more to it than that. Much more. Could it be possible? Could he actually—no, no way. Uh-uh. Not him. Not Miss Babcock. Blech. What a revolting thought.

But then that night he'd made her cluck like a chicken. He laughed aloud as he remembered how she'd screamed when she'd found out it was he, and not Mr. Sheffield, who'd been standing behind her. That had been a glorious moment for him. As they'd sat and drank on the couch later that evening, he'd found it comforting to know there was at least one other person in the world who had nothing better to do than sit there with him. They were two of a kind. They'd slung their usual insults back and forth. The more she said, the more attracted to her he became. It must have been all the Johnny Walker. Then she had stood, as had he, and he thought to himself, 'God, she looks beautiful.' Her long black gown revealed her shoulders and the tops of her.....Niles coughed, embarrassed that he'd even been thinking about that. But then they'd kissed. It was like years of frustration and anxiety had suddenly released themselves in that kiss. He was rather shocked when Miss Babcock, instead of pushing him away, had returned the kiss just as eagerly. No other woman had made him feel like this. He'd wanted to strangle her and make love to her all at once. Lord knows what would have happened if Mr. Sheffield and Fran hadn't walked in when they did....

And then there was his heart attack. That had frightened him more than anything ever had. He remembered bantering with Miss Babcock. He had turned back to finish polishing the mirror in the living room when he'd felt a sharp pain in his chest. At first, he didn't understand. Dropping his cloth and Windex, he heard Miss Babcock say his name, but it was as if a fog had clouded his brain. The room seemed to be spinning. He remembered turning back toward her. His mind was screaming, 'Help me, C.C.! Help me!' but his voice wouldn't work as he sank to his knees. He saw her face take on a look of pure terror, and all he could think of was that he was going to die, right there, with Miss Babcock the only one near. He reached his hand out to her as his mind became more and more confused. He had begun to lose his vision when he felt her hand grasp his. He tightened his grip, feeling that if he could just hold onto her, he would be okay. He could barely see her come to her knees in front of him. The last clear look he got was of her pale, scared face. He wanted to say something, but he felt himself fading away. He heard her screaming at him, calling his name, and wondered, as he slipped into unconsciousness, why she sounded so upset. He hadn't even been able to tell her he loved her.

The next thing he knew he was in a hospital bed, lying there in quite a bit of pain, with doctors and nurses darting to and fro over him like bees in the hive. Then he'd slipped back into Never-Never Land, wondering briefly where Miss Babcock was.

Niles had smiled as he thought of the exquisite trick he'd played on her in his hospital room. The look on her face was almost worth the heart attack! He'd been so glad he hadn't been able to speak as he was having the heart attack, or he may have blurted out his feelings for her right then and there. And where would that have put things now? But as he lay in his bed, not knowing where she was, he suddenly wished he had told her. She probably thought he didn't care that her dog had run away, and didn't care that she was missing. If she was still alive.

Niles came back to the present, thanking the stars once again that she'd called and that he was on his way to get her and bring her home safely. So many things had happened between them, spoken and unspoken, that he knew he just couldn't live without her in his life. In whatever capacity she chose to remain.

The two figures came closer. C.C. looked up once again. They were on the other side of the street, but suddenly stopped and looked at in her direction. C.C. became frightened, wondering who they were and what they wanted. As they began crossing the street towards her, her fight-or-flight instincts kicked in. She left the phone booth and began walking rapidly down the street, turning to look behind her constantly. The men were still following her. The faster she walked, the faster they walked. She began trotting, her mind racing. Where was Niles? Why wasn't he here yet? She didn't have to look back to know their pace had quickened with hers. Beginning to panic, C.C. started running full-boar, turning the first corner she came to. She heard them begin running after her. Oh, where was Niles? She wouldn't be able to run for much longer. She was totally spent after all the time she'd spent looking for Chester. As it was, adrenaline was the only thing keeping her going.

Niles rounded the corner onto Canal Street and turned off the music he'd been blasting. He turned the brights on to better be able to see. There weren't very many street lights around here. He found the phone booth, but to his surprise, Miss Babcock wasn't there. He pulled off to the side and got out of the car, looking around, beginning to worry again. "Miss Babcock?" he called. "Miss Babcock?" He reached in and honked the horn. "Come on, Miss Babcock, this isn't funny!" he hollered. Had she played a cruel trick on him to get back at him for all the ones he'd played on her? Were she and Chester really home safe and sound, and she'd called only to send him on a wild goose chase? He began fuming. "If that's what this is, she's going to pay!" he thought.

Then a blood-curdling scream tore into the night, shattering the peaceful silence of the waterside. "NIIIIIIIILLLLLLLLLEESSSSSS!!!!!"

Head whipping around, Niles tore off in the direction from which the scream had come. He'd been exercising since recovering from his heart attack, and it seemed to be paying off right now. His adrenaline flowed, pulsing through his muscles as he sprinted down the block. He stopped at the first corner, looking both ways to try and catch a glimpse of her. "MISS BABCOCK!" he called out frantically. "C.C.!!!!!"

He heard sounds of scuffling further down the block, and he could hear C.C. grunting and letting out short screams. "NILES, HELP ME!" she screeched.

Without hesitation, Niles took off for the next corner. He stopped short when he saw a man holding C.C. around the chest, a knife at her throat. Another man was laying on the ground immobile. He began walking toward them quickly, breathing very rapidly out of fright.

"Back off, loverboy, or your lady friend'll get hurt real bad." the man growled, pressing the knife into C.C.'s neck. He'd begun backing away and was now under a lamp post. C.C. whimpered as Niles saw the knife cut into her flesh and blood began dripping.

"Oh, God, Niles, help me!" she cried.

"Shuddup, bitch, or all he'll be helping you do is sew your head back on!" the man said, smiling grotesquely.

"There's no need to hurt her. Just let her go and be on your way." Niles said, surprised at how calm his voice sounded. For at this moment, he was anything but calm. Every instinct he had told him to run to her, but he knew she'd be as good as dead if he did so. He'd been inching closer, almost imperceptibly, as he spoke.

"Yeah, right." the man sneered. "You know, I oughtta kill this whore for what she did to my friend over there." he said, indicating the unconscious man on the ground with a toss of his head.

"Please," Niles spoke softly, inching ever closer, "please don't hurt her. If you want someone, take me instead." Whatever happened now, he was prepared to take it, just as long as he knew C.C. was safe.

"How very chivalrous of you, old man! Ya hear that, honey? He wants to trade places with you. What is he, your husband?"

C.C. couldn't believe what she'd just heard. She found herself saying, "No. Just a good friend." Had Niles just said what she thought he had? She didn't want to die, but she didn't want Niles to die in her place. After all, he was much more important to many more people than she. People needed him. Nobody needed her. "Niles, don't, please." her voice shook. "I don't want you to get hurt."

The man again began backing away from Niles. C.C. looked directly into Niles' eyes, for he had gotten quite close without anyone really noticing. More blood had appeared on C.C.'s neck, and was seeping onto her white shirt collar as tears rolled down her face. It was all Niles could do to keep from rushing the bastard who held her. "I swear to you," he heard himself saying with conviction, "if one more drop of her blood spills, you will never live to tell about it."

"Oo, that sounds like a threat, doesn't it, my dear?" the man asked of C.C. Her eyes and Niles' were still locked. She pleaded silently with him to stay out of harm's way. "You know, you're either very much in love or the biggest damn fool I ever met." he spat at Niles.

Never taking his eyes from C.C.'s, Niles whispered, "Actually, I think it's a little of both."

"What?!?" C.C. shrieked. She stared at Niles in amazement, unable to believe her ears. Then she saw him slowly raise his arms, looking almost like he was about to cluck like a chicken as she had in Maxwell's office. He was staring at her intently as he brought his arms slowly upward, fists rising up his chest to neck level.

"Hey, what the hell are you doing?" C.C.'s captor asked, relaxing his hold on her only a little.

Then C.C. understood what Niles wanted her to do. Mustering every last ounce of strength she had left, she forcefully brought her arms upward, elbows crooked, in the same motion as Niles had, which had the intended effect of knocking the man's arms away from her. She ducked away from him in the confusion as she saw Niles lunge toward them.

Falling to the ground, C.C. screamed, "NILES, NO!"

Glad that C.C. had understood, all of Niles' pent-up energy shot him forward at the man like a bullet from a 9 millimeter handgun. Too surprised to react, the man lost his balance under Niles' weight. C.C. watched in horror as he brought the knife up over Niles' body. "NILES, LOOK OUT!" she screamed.

Niles turned to see the knife, covered in C.C.'s blood, coming towards him. He threw his weight into the man's arm, hearing it break under the pressure. He screamed in pain as Niles grabbed the knife from him. Then the man punched Niles in the jaw with his good hand, knocking Niles off him onto the ground. He turned to get up, but Niles had recovered and grabbed hold of his legs, sending the man crashing back to the ground, screaming in pain again as he landed on his broken arm. Niles' arm came around the man's throat in a choke hold. He wanted to kill this bastard for what he'd done to C.C. He didn't care, he just wanted to kill him. He pointed the knife at the man's throat and said in a low growl, "How does it feel to be at the wrong end of a knife?"

"NILES!" C.C. hollered, fearing that he just might kill him. He looked insane with anger.

The man tried to struggle, but Niles stopped him with, "Don't even think about it. I'm a master butcher, and I'd like nothing better right now than to skin you like a cat." Then, as if to make his point, Niles grabbed the man's head by his hair and slammed his face into the pavement, breaking his nose and knocking him unconscious.

Meanwhile, the other man had begun coming to. C.C. had slid over near him and kicked him in the face, knocking him out again. Niles had turned in time to see this and laughed, feeling his strength drain as he did so. He got up slowly and went to where C.C. had collapsed into a heap. He knelt down next to her. Her eyes were closed and blood still dripped from her neck. A good portion of the top of her white shirt was now red. "Miss Babcock." he whispered. He shook her gently. "Miss Babcock?"

Her eyes fluttered open and she found herself staring into that face she loved so much. Niles had come to her rescue. He had saved her life. And he had admitted something else, too, but her mind was so jumbled she couldn't remember what it was. "Niles." she whispered, trying to smile. "My throat....it hurts."

Niles helped her into a sitting position and took the scarf off from around his neck. He gently wrapped it around hers, hoping to keep the blood from dripping any further. "You know, it's funny," he said, "I always thought if I were ever wrapping something around your neck, it would be to kill you."

A throaty laugh escaped her lips as C.C. answered, "Yeah, me too." Her voice had begun to fail her now, after all the screaming for Chester, and singing, and what had just happened to her. She felt like a ragdoll. Niles pulled her close, cradling her in his arms. She was safe. He was safe. He couldn't believe what he'd just done. He didn't think he had it in him.

"Come on." he said softly, rising to his feet and pulling her with him. "We've got to get you to a hospital." Half-dazed, C.C. stumbled as she tried to walk. Niles placed one arm under her legs and the other behind her back and lifted her gently. Her arms reached instinctively around his neck and she clung to him like a frightened child. She was fading in and out of reality, but the one thing she was certain of was that Niles had her, and as long as she had him, she was safe.

When C.C. awoke, she was in a hospital bed. The bright lights hurt her eyes until she'd had time to focus them. She saw an IV sack above her and her hand went to her throat. She felt only bandages. She moaned as the day's events came back to her in a flood of images. A doctor came striding into the room. Upon finding her awake, he flashed his penlight into her eyes and felt her neck and head. He whipped out his stethoscope and listened to her chest, all the while taking her pulse.

"What is your name?" the doctor asked.

"Babcock. C.C. Babcock." she mumbled hoarsely.

"Good, your date of birth?"

"None of your damn business."

The doctor laughed. Mr. Sheffield had been right—this one was a fighter. "Well, it seems you'll be just fine, Miss Babcock." he said as he exited. Moments later, Maxwell and Fran flew into her room.

"Miss Babcock!!" Fran said, rushing to the bed.

"C.C.!" Max said at the same time. "Are you alright?"

C.C. opened her eyes to see the two of them looking worriedly into her face. She nodded and croaked, "Niles. Where's Niles? He saved....my life."

"Yes, we know." Maxwell answered, looking meaningfully at Fran. "He's fine, C.C., they're checking him out in the Emergency Room. He wouldn't let them touch him until he knew you were going to be alright."

C.C. smiled. "Damn stubborn mule." she said, her voice crackling.

Fran and Maxwell laughed softly as Niles appeared in the doorway. He looked horrible. The side of his face had swollen where C.C.'s captor had punched him, and his hair was an absolute mess. He still had blood on his shirt where C.C. had been against him as he'd carried her back to the car. Mr. Sheffield had taken his coat from him as soon as he and Fran had arrived at the hospital. Having seen the blood on it and the shirt, he'd thought at first that Niles, too had been stabbed. Niles had related bits and pieces of the story as he knew it to an anxious Fran and Max as he watched the doctors and nurses fuss over Miss Babcock.

Neither of his friends could believe the tale he wove. They couldn't believe he had gone after her ("In my Porsche?!?" Maxwell had practically screamed), nor that he had run after her on foot, nor that he had fought off her attacker and won. It seemed so unlike him. And C.C. herself had done tons of damage to the man who'd been unconscious since before Niles arrived on the scene. He had a broken nose, several missing teeth, a few broken ribs and a sprained ankle. Niles had indeed broken the other man's arm and his nose, taken a few teeth out, and cracked some ribs in the process of tackling him. As Niles had sat in the ER, the man C.C. had attacked had been wheeled by on a stretcher. He was in restraints and crying out, "Just keep that big blonde away from me! Just keep her away!"

Unable to resist, Niles got up and walked over to him, sneering, "THAT will teach you to mess with C.C. Babcock!" as he'd heard her say many times. The man screamed as they wheeled him away.

Now, as he stood in the door, he saw the bandage over C.C.'s throat and the IV needle sticking out of her arm. Fran and Max turned to look at him, then at each other. They nodded in unison, and Fran said, "Uh, we've gotta go call the kids. You know, make sure they're okay."

"Yes, right." Maxwell agreed as they both walked toward Niles. "Take a few days off, C.C., you know, to recuperate. And, uh, I think," he grinned mischievously, "that you should stay with us for a while....until you're back to your old self."

Niles rolled his eyes. "Oh, sir, haven't I been through enough?" he asked, smiling. He was ecstatic. Now he could watch over her and make sure for himself she would be okay.

Fran laughed as she left the room. Maxwell stuck out his hand, which Niles shook. "Good show, old boy!" he commented, slapping Niles on the back.

"Thank you, sir. It's nice to know I'm not as old as some people think I am." he replied, looking at C.C.

Max, a little confused, looked at Niles, then at C.C., then back at Niles, then at C.C. again. Could it be—? Nah. Niles had done what anyone would have done in that same situation. But the way they were staring at each other....

He was caught off-guard when Fran reached in and yanked him out of the room by his arm. "Hey!" he gasped in surprise.

"Sheesh, Max, don't you know when to leave well enough alone?" she asked playfully, closing the door as Niles walked towards the bed.

"Huh?" Max asked as she led him to the pay phone down the hall.

"Oy, you British men are so dense!" she exclaimed, slapping his arm.

Niles retrieved a chair from a corner of the room and brought it next to C.C.'s bed. He didn't speak, just looked into her face as he seated himself. In addition to the bandages on her throat, she had a black eye and her forearms had purple and blackish-greenish bruises all over them. She looked terrible, but he could only see beautiful, so thrilled was he that she would recover from this.

"I see I got the worst end of this deal." she whispered, looking up into his eyes.

"If that's what you think, you haven't seen the man on the receiving end of your feet!"

"Got him pretty good, huh?"

"Yes. Yes, you did." Niles said softly, taking her hand into his two and smiling.

"Niles, I-I want to talk to you..." C.C. began, but Niles interrupted her.

"Shhh." he said softly, placing a finger over her lips. "No talking now. Rest. We have the rest of our lives to talk."

"You know, for a servant, you can be pretty bossy." she said as her eyes closed. The nurses had given her a time-released sedative in the IV, and it was now taking hold.

Still grinning, Niles said, "You just don't know when to give up, do you woman?"

She squeezed his hand and, opening her eyes one last time before the drug knocked her out, she whispered, "Don't you know by now? I never give up."