I don't own these characters...wish I did. No disrespect to Fran or Peter, just wanted to play with the characters earlier in their lives.

Special thanks to my friend and favorite pirate wench for all her help in editing and proofing!

This story starts six months after Sarah's death. Danny never had the bridal shop, instead, owned a diner, and Fran, Val and Heather were waitresses. Fran and Danny had dated off and on for 10 years, but she had never moved in with him. Fran is still living with her parents. Max is still mourning his wife's death, and has turned his children over to a string of nannies and Niles. One of the nannies takes the children to her favorite diner, where the children find love and comfort from their favorite waitress. By the time Max starts paying attention to his children, Fran has won their hearts and trust. Niles and the children now have to convince Max that Fran belongs with them. Max is way less repressed in this life. He misses his wife, but comes to see that maybe fate can hand you love a second time.

Before The Nanny

"Frannie, Danny's lookin' for ya!" Val warned her friend as she carried a pot of coffee through the diner.

Fran Fine looked up from her daydream. "Thanks, Val!" She looked toward the kitchen at her part time boyfriend, who was deep in conversation with Heather. Yeah, he LOOKS like he's lookin' for me, she thought. She'd been dating Danny of and on since she was fifteen years old, and for the last year, he'd been trying to talk Fran into moving in with him. He kept promising her that when the diner was making a good profit, they'd get married, but lately, he seemed more interested in the other waitresses and the good looking female customers than in her. She was 26, and she felt like life was passing her by. Even her mother was encouraging her to start looking around . "There's somebody special out there for you, Frannie", her mom would tell her. Somebody special. Right. And I bet they are gonna walk right into the diner and say HERE I AM!!!

She was pulled from this thought by the sound of a child crying at the next table. She looked over and saw three of the most beautiful children she'd ever seen. The woman with them was about her age, no way could she be there mother....and boy, did she seem to have her hands full. The little boy was calling his older sister names, and flicking peas at her with his fork. The sister just sat there with her hands in her lap telling him to shut up. The baby in the high chair was adorable, but just wouldn't stop crying. Fran decided the woman needed a hand.

"Boy, do you have your hands full, honey! Can I do something to help you?"

"Yeah, we need a doggie bag for Margaret's head!"

"Shut UP, Brighton!!!"

Fran looked at the boy. "Brighton? That's an interesting name! Brighton, if there's something wrong with your vegetables, I'd be happy to bring you some more before I bring out your dessert"

He flicked a forkful of peas at Fran. "I HATE peas!"

She decided to ignore the assault, since she was sure it was just to get her attention. "Ok, honey, I have carrots, potatoes, or would you like a salad instead?"

A quiet voice beneath the most beautiful blond hair she'd ever seen whispered,"I'd like a salad, please"

"Sure, honey, what's your name?"


"Ok, Margaret, what kind of dressing on that salad?"

"Um, ranch, please."

She was so quiet. "And, you, Brighton, have you decided yet?"

"Can I have some carrots AND a salad? With ranch dressing?"

"You sure can, sweetie!" She leaned down and spoke into his ear. "If there's something you want, and it's not on the menu, just ask me, and I'll see if I can fix it for you, OK?"

He looked up and smiled. "Ok, thanks!" This kid wasn't as bad as he tried to be! Fran turned to the crying baby in the high chair. She really looked too big to be in the chair, she was old enough for a booster seat.

"And who is this little lady?" Fran smiled and took the baby's hands in hers.

"This is Grace", the woman explained. "I'm their nanny, Susan".

Fran laughed."I'm Fran. Fran Fine." "I didn't think you looked old enough to be their mother!" She looked back at the baby, who had now quieted down and was reaching for her.


Fran reached down and picked the child up. "Oh, no, honey! Frannie!" Grace laid her head on Fran's shoulder and held her tightly. "How old are you kids?"

Susan looked at her charges. "Grace is two, Brighton is six, and Magaret is ten"

"So, their parents are out to dinner, and you get to bring them here?"

Brighton stabbed his fork into the table. "Father is working!"

Margaret looked down at her hands. "Mommy died".

Fran felt terrible. She lookd at these three angels, and the thought of them without a mother made her feel ill. "Oh, kids, I'm so sorry!" She looked at Susan. "When?"

"Six months ago. I'm the fourth nanny since then." She looked at Brighton. "These kids are pretty rough on the help!"

Fran laughed. "No, not these angels!" She tried to put Grace back in her chair, but the baby was not cooperating. "What, honey, you wanna go with me?" Grace nodded. "Ok, I"m gonna go into the kitchen to get your salads, I'll, WE'LL be right back." Fran shifted Grace onto her hip and hurried off into the kitchen.

Danny stood watching with his hands on his hips. "What in the HELL is that??"

"Shhhh...it's a little girl! And don't talk like that in front of her!" "She wouldn't let me put her down, so she's gonna help me make a coupla salads for her brother and sister, aren't ya, honey?" Grace nodded again, and hid her face from Danny. "Now get back to work, you're scaring her!"

"ME get back to work! If we wasn't together, I'd fire you! How long are you gonna sit and talk to ONE table?"

"Oh, we're together again? Did you tell HEATHER that??? And we are NOT that busy, these kids were upset and I was tryin' to help. Now be nice, their mother just died!" Fran sat Grace on the counter next to her and handed her a bag of shredded carrots. "Here, sweetie, put some of this in the bowl". Grace tossed a handful of carrots into each bowl, and then tried to feed some to Fran.

"Just hurry up and get that kid outa the kitchen!" He walked behind Fran and swatted her butt. She winced. She hated that, it felt so...so degrading, like she was his property or something.

"I'm goin' I'm goin!" She put the bowls on a tray, then grabbed a bowl of steamed carrots and added it to the tray. She put Grace on her hip and lifted the tray with the other arm and headed to the table. "Ok, kids, here's your vegetables!" She put the tray on the table. "Ok, Gracie, time to get into your chair so I can go make dessert!" She sat Grace in her chair and gave her a kiss.

"Laa you!"

"Ohhh, I love you, too, sweetie!" She looked over to Susan. "Are the kids allergic to anything?"

"What? How should I know that?" She looked confused.

"Aren't you their nanny? I'm making them a sundae bar, and didn't want to put in something they might be allergic to. Can you kids eat chocolate?"

"YEAH!!!" She hoped they weren't lying! She went back to kitchen to prepare their dessert. She could here Grace start to cry as she left, calling for her mommie. She sighed. Why was this little girl calling her mommie? She grabbed some bowls, and toppings, taking out the ice cream last, to keep it frozen. She loaded up another tray and headed back to the table, where Brighton and Margaret were fighting again.

" B! Maggie! What are you two fighting about now? If you're gonna fight, I'm gonna give this tray to someone else!"

"Well, her salad was bigger than mine!" Fran put the tray down and rolled her eyes.

"You are kiddin' right? Next time YOU can have the bigger salad, I promise! Now be nice to your sister! You guys ready to make sundaes?"

The kids eyed the tray. They'd never seen anything like this before. "We get to make our own?"

"You rich kids, I tell ya! Yes, you put the ice cream in a bowl, and then add whatever kind of toppings you want!"

"Cool!" Brighton was first to start his sundae, followed closely by Maggie.

Susan just sat back and watched. She'd been their nanny for almost a month now, and she'd never been able to reach the kids like this woman. She'd have to remember to talk to Niles about her, see what he thinks. No way was she telling Mr. Sheffield, he'd be down here to hire Fran to replace her in a heartbeat! The kids and Fran sat playing with their sundaes, tasting each other creations, like they'd been friends for years.

"Susan, can we come back here again when Niles is off?" Susan was surprised that the shy girl wanted to come back. She normally didn't like crowds.

"Of course we can, Margaret. Niles has two nights a week off, so we can come back then."

"Will you be here, Fran?"

Fran sighed. "Yes, sweetie, I'm here every night. I have no life!" She laughed. "I'll look forward to seeing you kids again!"

Susan brought the kids into the diner twice a week for the next couple of weeks. Each time she was amazed to see the change in the children when they were around Fran. She'd mentioned the change to Niles, who really didn't believe her. Mr. Sheffield didn't seem to be happy with the kids' behavior, and she knew she was in danger of losing her job, so she convinced Niles to go to the diner with her and the kids. If she could get Niles on her side, maybe he could take her side with Mr. Sheffield.

Fran lit up as they walked in. The kids ran to hug her. "Hi, my angels!" She hugged the two older kids and swept Grace up into her arms.


"Yes, honey, mommie's watching you. I'm Frannie!" Grace put her arms around Fran's neck and held her tightly.

"No, Mommie!" Fran had talked to her mother about this. Grace was insistent on calling her "Mommie", and her mother said to just humor her and maybe it would stop, but the child seemed to know she was Fran. Each time she corrected her, she responded with 'NO'.

Fran led the kids over to their usual table where Susan was waiting, today with an attractive blonde man with the most beautiful blue eyes she'd ever seen. Susan had pulled up the high chair, but today, Fran pushed it aside, opting for a chair and booster seat. "Here, sweetie, let's try this chair today, you're getting to be such a big girl!" Fran sat the child down under Susan's glaring stare, then looked up at the man. "Hi, I'm Fran Fine!"

"Hello, Miss Fine, I'm Niles."

"Oh, Susan told me a little about you. It's nice to finally meet you!" She turned back to the kids. "Ok, what are you drinking tonight?"

"Coke!" Brighton exclaimed. Fran saw the look on Niles' face out of the corner of her eye.

"Coke, B? Are ya sure?"

Brighton dropped his head. How did she always know? "I'll have milk, please, Fran".

Maggie looked at her brother and smiled. Fran got him again. "I'll have milk, too, please."

Fran looked at Grace. "And how about you missie? Milk or juice?"

"Oh, Miss Fine, she doesn't....."Niles started to explain.

"Juice!" Grace smiled at Fran and held out her arms for a hug.

Fran gave the child her hug. "Good girl, Gracie!" She looked at Niles. "We've been working on her vocabulary".

"Stop it Brighton!" Maggie was looking down at Brighton's feet.

Fran shot him a look. "Now, B, you aren't gonna start already, now are ya? We may sell outa ice cream if you don't behave!"

"Sorry, Fran". She looked at him, then at his sister. Brighton sighed loudly. "Sorry, Maggie."

Niles was amazed. Who WAS this woman? That boy had been out of control all day, and within 10 minutes she had him acting like a complete gentleman. And Grace...she wasn't crying, she was TALKING and cuddling with this beautiful woman. He couldn't wait to tell Mr. Sheffield. Maybe he'd even get him to come down here to meet her. If not, he'd get HER to come to the house for dinner one night soon. Maybe she could work the same magic on his boss.

A couple of weeks went by, and Niles started coming to the diner with the kids with no nanny.

"Hi, Niles, where's Susan?"

Niles looked at Brighton. "Gone. One too many tricks from a young man who shall remain nameless."

"Uh, oh!"

"But the children insisted that I bring them to see you, Miss, Fine. Somehow, you seem to be immune to their powers."

Fran looked at the kids. "I don't see what the problem is. They're great kids!" The children smiled broadly, Niles just rolled his eyes. Boy, did they have her fooled!

"Mr. Sheffield is interviewing for a new nanny. You should apply, Miss Fine, you have a way with the children, and you genuinely seem to care about them".

"Me? A Nanny? Are you kiddin'? But you're right about one thing, I DO love these kids. I LIVE for my twice a week visits. Promise me you'll make sure the new nanny brings them in?"

"I've already spoken to Mr. Sheffield about you. I was hoping I could persuade you to come and work as the nanny, but I told him that you have a positive influence over the children, especially Brighton."

"Ah, that's sweet, Niles." She gave him a hug. She was starting to feel like she'd found a true friend in this man.

Niles brought the kids to see her twice a week, as promised. Brighton's behavior seemed to improve at home, Maggie started coming out of her shell, and Grace didn't cry all the time. After two weeks, Niles showed up with the new nanny. When they entered the diner, the kids ran to greet Fran as usual.

"Brighton, Margaret, Grace!!! Come here this instant!"

Fran looked up at the matronly woman yelling at "her" kids. She did not like this new nanny. Not one bit. Fran walked over to the door and greeted them.

"Hi, kids! Hi Niles!" She extended her hand to the nanny. "Hi, I'm Fran Fine". The nanny looked at her and then at Niles.

"We need a table for five, with a high chair".

Fran looked at Niles and dropped her hand. What a cold, rude woman. Surely Mr. Sheffield didn't want someone like THIS taking care of these little angels! "Of course, follow me, please." She grabbed a booster chair. "Grace doesn't use a high chair, she's a big girl, aren't ya honey?" She reached down for Grace and was stopped.

"I said a high chair, do I need to get a manager?"

Niles stepped in. "With all due respect, Nanny Stevens, Grace has been out of the high chair for quite some time now, and prefers the booster chair." He reached down and lifted Grace into her seat. "Fran Fine, this is Joanne Stevens, the Sheffields new nanny".

Fran forced a smile. "Nice to meet ya". She turned her attention to the kids. "Ok, angels, what to drink tonight?"

"They'll all have milk!"

"She wasn't talking to you! Why do you have to be so mean to her?" Brighton had his fork stabbing it into the table. He hadn't done that in a month!

"B! Honey, what're ya doin' to my table?"

"Dad'll by you a new one!" He looked up and saw the shocked look on Fran's face. "I'm sorry, Fran!" He jumped up and threw himself into Fran's arms. She knelt down to hug him as he started to cry.

"It's ok, sweetie...shhhh...it's nothing to cry over." She threw a dirty look at the nanny. What rock did they turn over to find her? "Come on, B, let's calm down and have a seat". Fran wiped his eyes and kissed his forehead.

"Margaret, sit up straight!"

Oy, this woman was a nightmare! She wanted to grab the kids and run out the back door.

"Mommie!" Gracie was reaching for her and starting to cry.

"Oh, no, honey, Frannie!" Fran reached to pick the child up.

"Leave her be, she has to learn that her mother is gone and she can't get her way by crying!"

"WHA?" Fran was shocked. How could this woman be so cold? "What can I get the rest of you to drink?" Hemlock for the witch, she thought with a grin. Niles must have had the same thought, as he met her eyes and smiled wickedly.

"Iced tea"

"I'll have iced tea as well, Miss Fine, thank you". He made a point of looking right at Nanny Stevens when he said 'thank you'.

"I'll be right back with your drinks". She was crying by the time she got to the kitchen, where Val had been watching. "Oh, Val, those poor kids! That woman is a terror! She's rude, critical, controlling, and she won't let me hold my baaaaby!"

"Yeah, Frannie, but what're ya gonna do? She's their nanny. Why didn't you accept the job when Niles offered it to you?"

"What job?" Danny was standing outside the storeroom door with Heather. "Frannie ain't goin' nowhere!"

She wiped her eyes and checked her makeup. "I gotta get this order out." She grabbed the drinks for the Sheffied table and hurried back out. She could hear Grace screaming and Brighton was terrorizing his sister again. Nanny Stevens was buried in a magazine.

"Here you go!" She put the drinks in front of the kids and gave the adults their tea.

Grace screamed louder and reached for Fran "Mommie!"

She saw Brighton's feet moving under the table, and Maggie scream. "Stop it, Brighton!" Still, the nanny didn't move from behind her magazine. Fran looked helplessly at Niles. The hell with that witch. "B, knock it off, or no dessert! Maggie, honey, please don't yell at your brother, just let me know what he's doing and I'll handle it. And Gracie, sweetie, come here" She picked up the screaming child, who immediately clung to her and stopped crying. Nanny Stevens started to stand up, but Niles stopped her.

"Miss Fine has things under control, she understands the children, and they love her."

The nanny glared at Fran as she rocked Grace in her arms. Fran totally ignored her. "Brighton, what do you feel like eating tonight?"

"Chicken Nadine, Fran. Can I have carrots instead of peas?"

She grinned at him. "I dunno, CAN you?"

"May I have carrots?"

"Yes, honey, you may. Mags what do you want to eat?"

"I'm not very hungry tonight". She looked up at her nanny, then at Fran. "May I just have a salad?"

"No, you may NOT have..."Nanny Stevens started in, but Fran cut her off.

"How about I throw some grilled chicken on that salad, sweetie, you need some protein, too."

"Ok, Fran, that sounds good!"

"Gracie, honey, what do you want to eat?"

"She doesn't talk"

Niles interrupted again. "Wait, give her a chance. Gracie, tell Fran what you want to eat" He smiled at the little girl.

"Burger" She smiled at Fran. "Please"

"Good girl, Gracie! How about a hamburger patty with carrots and mashed potatoes?"

"Ok!" She was sure Gracie had no clue what she was talking about, but she would eat it if she brought it to her.


"I'll have the Franburger and fries"

"Oh, somebody's gonna pay for that. You off your diet?" She laughed at him. How about you, Miss Stevens?"

"I'll have the grilled chicken with steamed vegetables with a house salad. Do you have a fat free dressing?"

"We have a fat free ranch and a rasberry vinagrette"

"I'll take the rasberry"

"Ok, I'll be right back.


She leaned down and hugged Gracie. "I promise, honey." She looked at Brighton. "And YOU mista, you make me proud of you, or you're gonna make me proud doin' dishes!"

Brighton looked at her and smiled, then stuck out his tongue. "I promise, Fran!"

Oy, she hoped this nanny didn't last. Dinner was quiet and uneventful. The nanny wouldn't let them have their desserts, and the kids were really looking forward to them. That was their special time with Fran.

The next couple of weeks were a nightmare for everyone involved. Nanny Stevens continued to be highly critical of the children, and to try to keep Grace from Fran. Mercifully, the end came quickly. Nanny Stevens went to Mr. Sheffield to complain about "that waitress" and her unnatural influence on the children, and Grace's attachment to her. Mr. Sheffield called Niles into his office to confront him about this waitress.

"What do you know about her, Niles?

"Well, sir, I've known her for about a month now. Nanny Jenkins introduced us. The diner was her favorite place to take the children, and that's where they met Miss Fine. She and the children bonded immediately. Brighton bends over backwards to please her, Miss Margaret loves talking to her about everything in her life, and Miss Grace is happy just being held by her."

"She and I have gotten to be friendly, I think she can be trusted completely with the children. I even tried to get her to come see you about becoming the children's nanny, remember, I talked to you about her last month."

"Oh, yes, I seem to remember you mentioning something about her. You think she's a good influence on the children, then?"

"Yes, sir, I do. I wish you'd come to dinner with us one night, and see how the children respond to her. She's a very beautiful woman, sir. Inside and out."

"Ah, is someone smitten with their waitress?" Max smiled at his friend.

"Oh, no sir, she's much too young for me...in her mid twenties, I'd say. She's closer to your age." Niles grinned at his employer.

"Niles, it's too soon for me to even think about that." He sat quietly for a few minutes. "But maybe I'll go check her out...for the children's sake."

"Yes, sir, for the children." Niles smiled. It had been almost seven months since Sarah's death. Max had only left the house to go to the theater and had been neglecting his children terribly. Maybe this woman would be a good influence on his life as well.

"Niles, would you ask Nanny Stevens to come in here, please?" He walked over and sat behind his desk as the nanny walked in.

"You wanted to see me, Mr. Sheffield?"

"Yes. I've spoken to Niles about your concerns regarding Miss Fine, and we've come to the conclusion that her attention to the children might be a good thing. Before you arrived, the children were making progress, and now they've taken several steps back."

"But, sir..."

"I've made up my mind. Continue taking them to see her twice a week, at least."

"You hired me as your nanny and told me I had complete control over your children. Now you tell me that I have to take them to this waitress and let HER tell them what to do and get that screaming baby to be quiet? Well, you want them to see their beloved FRAN, you can take them yourself. I quit, you can send my last check to the agency. I'll be upstairs packing, and be out of the house in an hour." She turned and left the office before Max could respond.

Max clicked on the intercom. "Niles!"

Niles entered the room. "Yes, sir?"

Max rubbed his temple. "Could you get me some aspirin, please. And call the nanny agency. Nanny Stevens has quit"

"I can't say that I'm upset about that, sir. That woman was terrible. The children hated her, Fran, who loves everyone, hated her."

"Ask her again if she'd consider becoming the children's nanny, offer her double what she's making at the diner"

Niles looked surprised. Double? He must be getting desperate. "I'll call her, sir, she's probably still there." He left to go phone Fran, and returned several minutes later.

"She said she can't leave the diner, but has agreed to take a few days off to help you with the children. She said she hasn't had a day off in months, so Danny can just do without her for a while."

"Who's this Danny, her boss, boyfriend?"

"Yes, and, sometimes yes, sir. They have dated off and on for ten years, but from what I understand, it's been off for quite a while. Seems Danny is a bit of a philanderer, and likes to entertain the waitresses in the storeroom right under Fran's nose. Actually, I think there's more, but she hasn't talked about it."

"What a cad! Poor girl!" "So she offered to help care for the children? Did she say how much she expected to be paid?"

"Oh, she doesn't want pay. She said it would be a pleasure to spend time with them away from the diner. She just asked that I prepare an ice chest with food for their picnics. She said something about the beach and the zoo."

"You're sure she can be trusted, Niles?

"Completely, sir."

"Call her, ask her if she can start tomorrow." "It will give me time to interview a proper nanny."

"Very good, sir." Niles left to call Fran. She was excited to be able to have time with the children alone.

Niles returned to the office with a brandy for his boss. "Drink, sir?" "Miss Fine will be here at 8:00 am tomorrow, sir, I took the liberty of inviting her for breakfast so you could meet her before she took the children."

"Thank you, Niles. C.C. should be here by 10:00, so hopefully she can get the children out of here by then. They seem to intimidate her. Well, I'm heading up to bed. Goodnight, Niles."

"Good night, sir. See you in the morning." This was perfect. He called Fran to make sure she wore something especially sexy, as Mr. Sheffield would be joining them for breakfast. He was sure once she saw the boss, she'd be able to convince him to join her and the children on their outings. Now, to call the agency and make sure they only sent over older, more mature nannies. This was going to take some work, but he was up to the task. He knew his boss was in mourning, but surely Sarah didn't want him to stay alone forever. Who knows, maybe Sarah had a hand in finding Fran! His work for tonight done, Niles headed up to bed. He had to get up early to make the preparations for breakfast. If Mr. Sheffield knew what he was up to, he'd be fired for sure! He grinned. He'd never caught him before! And it wasn't going to happen now.

Breakfast was a bit awkward. Fran showed up in blue shorts trimmed in red, that showed every inch of her long legs. Her halter top was modest, but still showed off all of her toned stomach. Her hair was pulled up out of her face, with ringlets draping around her eyes. She was bubbly and chatty with the children. When Niles brought Grace downstairs, she wiggled out of his arms to run to Fran.

"Mommie!!" Max almost choked on his eggs.

Fran blushed. "No, honey, Frannie, remember? Mommie's watching you, though!"

"No, Mommie!" Grace refused to say Fran. Max reached for his daughter, who hid her face and clung to Fran.

"Honey, don'tcha wanna go see Daddy?" Max reached for her again. Gracie screamed and held Fran so tightly she almost choked her.

Max frowned. "It seems my daughter prefers you over me, Miss Fine."

Uh, oh, this was not a good first meeting. "Fran, please. I'm sorry, I don't know why she's acting like this..maybe it's because she misses me.?"

Brighton rushed to Fran's defense. "Yeah, Dad, Nanny Stevens wouldn't let Fran pick Grace up when she cried. And Grace always stops crying when Fran holds her. Fran's cool!"

Max looked at his son. Was he actually thinking of someone besides himself? He's worried about his sister and his new friend. "You like your new friend, then, son?"

"Well, yeah! She listens to us, asks us what WE think and what WE want to eat. She even let us pick what to do today! Well, sort of. She said she'd like to take us someplace, and Maggie said the beach!"


"Yes, Father. OH, it's what Fran calls me, but, yes, I picked the beach. Remember when you and mom used to take us? We wanted you to take us, but you always had an excuse. Fran said it might make you sad, cuz you used to go there with mom...but she said if we want to go, she'd take us...so, we CAN, can't we?"

"Of course you can." Max smiled at Fran. "And Miss...sorry, Fran is right. I'm just not quite ready to do some of the things we did with your mother."

"We miss her, too Dad....but Fran makes us feel happy. We can talk about mom with her, and she says mom is always watching us" Brighton shot a look at Fran. "So we're supposed to try to be on our best behavior to make her proud of us." "You should come with us sometime, Fran will make you laugh, too."

Fran and Max exchanged an uncomfortable look. Were these kids trying to play matchmaker? Fran made a mental note to confront Brighton about this later. She looked at her watch. "Hey, you guys, it's gettin' late! If you want to get a good spot at the beach, we need to get outa here!" "B, could you go check with Niles and make sure the ice chest is ready, and ask him to carry it out to the Jeep?"

"Sure, Fran!" He danced out of the room singing, "We're goin' to the bee-eech, we're goin' to the bee-eech!"

Fran laughed. "That boy is such a doll!"

Max stared at her. She had such a beautiful smile! "Yes, but what did you do with my son?" He smiled. "Niles was right. He's a different boy when he's around you. He's like he was when...when his mother was still alive."

Fran reached out for Max's hand. "She sounds like a wonderful person. The kids have told me a lot about her. They really miss her." She looked down and summonded up a bit of courage. "If you don't mind me saying, I think they miss you, too". Max pulled his hand away and started to say something. "I'm sorry, I can really be a yenta sometimes, it's none of my business, just forget I said anything, please?" She had tears in her eyes.

How could he get angry with her when she looked at him in a way that melted his heart? "It's Ok, Fran. I know you meant well. And what is a yenta?"

She grinned. "It's yiddish...means busybody...nosy, ya know...ME!" She laughed again. "Brighton...did ya get lost?"

"Coming, Fran! Niles was just finishing the ice chest. I made him put in some chocolate for you."

Max looked at his son. "For HER, son?"

Brighton looked innocently at his father."Yeah, dad...Fran loves chocolate! Geesh, don't you know anything?" He gave Fran a hug. "Let's GO! All the good spots will be gone if we don't hurry!"

"Now why didn't I think of that?" Fran gathered up the kids and headed for the door. "Hey, don't forget to kiss Daddy goodbye!" The kids ran and hugged and kissed their father. "What time do ya want them home?"

"Dinner's at six. Why don't you join us?" Max couldn't believe he'd just invited a woman to dinner.

"Sure! I'll stop at my place and change before I bring the kids home. Ma is dying to meet them!"

"You live with your mother?"

"Yeah, it saves money, since Danny doesn't pay me much. I can hide my tip money from him. Ugh, don't get me started on him!" We'll see ya at dinner!" They piled into the Jeep and headed for the beach.

Max worked in his office for several hours, but couldn't get Fran and the children off his mind. He finally called Niles into the office. "Do you know where Fran took the children?"

"Yes, sir, she told me the lifeguard station they'd be closest to."

"Bring the car around, would you? I think I'd like to drive by and take a look."

Niles smiled as he brought he town car into the front of the mansion. Maybe he could even talk his boss into joining the children on the beach. Max got into the back seat and Niles drove towards the beach. "Did you bring your swimsuit, sir?"

"No, I just want to sit in the car and observe. I want to see how she acts with the children when she doesn't think we're watching her."

The beach wasn't too crowded when they arrive, and they found a parking place with a view of Fran and the children. Max watched as they splashed in the waves, and he noticed that Fran made sure the older children didn't go out too far away from her. She kept Grace within arms length of her at all times. Brighton followed Fran to the blanket with a bucket of water and covered her after she put Grace under the umbrella and put on her shirt. Seeing the shocked look on Fran's face, he was sure there'd be trouble, but Fran just laughed it off. The next time Brighton came up, Fran reached into the ice chest for a large piece of ice, and rubbed it all over his stomach, tickling him and kissing his forehead. They looked like a happy family. He watched as Fran lovingly rubbed Grace's back to get her to take her nap, and as she helped the kids make sandcastles, complete with little flags that she made herself. Where did they get all the beach toys? About that time a woman showed up and greeted Fran with a hug. She had two small girls with her, they looked to be twins. The girls both hugged Fran. They looked about Brighton's age. He was amazed at how attentive Fran was to the children, from spreading sunscreen, to getting juice and water for them to drink. No wonder the children loved her.

"Do you know who that other woman is, Niles?"

"It may be her sister, Nadine, sir. She does have twin daughters."

"Look at them, Niles. They're really having a good time. I haven't seen them laugh like this since Sarah was alive. It's like they've forgotten her."

"Oh, no, sir, they haven't. They talk to Miss Fine about their mother every day. She loves hearing about Sarah. She reminds the children that their mother is always watching them and lives on in their hearts".

"She does?" Max stared out at his family. "It should be me talking to them. It's just so hard, Niles".

"I understand, sir. Miss Fine seems to sense things like that. The children seem to enjoy talking to her, and she genuinely seems to enjoy listening to them."

Max sighed. "I've seen enough. Let's go home, Niles."

"You don't want to join them?"

"Not today, I don't want to intrude on them. They're having such a good time".

Niles started the car and headed back to the mansion.

Fran and the kids took a break to eat some lunch. Gracie was still napping in the shade of the umbrella.

"So, Maggie, don't you have a birthday coming up?" Fran wanted to make sure she didn't miss a party.

"Yeah, in a couple of weeks. But Dad hasn't mentioned it or anything. I think he forgot, it's no big deal"

"No big deal? How often does a young lady turn 11? You aren't having a party or anything?" Fran was shocked. How could their father forget her birthday?

"No, but it's ok. It's my first birthday since Mom...since she died, and Dad probably wants to forget it."

"Well I don't wanna forget it, honey. We'll have our own party," she turned to her sister, "won't we, Nay? You can bring the girls, and we'll go to McConnell's for ice cream!"

Maggie brightened. "Really, Fran? You'd do that for me?"

Fran gave her a hug. "Of course, sweetie! I LOVE you! We'll get Ma and Val to come, make it a real fun day!" OH, she wished she knew Maxwell Sheffield well enough to tell him off. How could he just ignore his daughter's birthday because it was difficult for him. She'd have to keep her mouth shut at dinner. That should be easy, Fran, just look into his eyes. Oh, those green eyes. Just thinking about those eyes, she can't stay angry with him.

"Oh, look at the time! Kids, we need to get everything cleaned up and head home. I still need to stop at Ma's and change for dinner!"

"You're staying for dinner?" Nadine looked surprised. "What about Danny?"

Fran looked disgusted. "Danny who?" "He and I have been over for a long time. He's more interested in working in the storeroom with Heather."

"You're too good for him, Frannie! So, what about this Maxwell Sheffield, you like him?"

"NAY!" She looked at the kids. "I barely know the man!" She lowered her voice so the kids couldn't hear. "But, boy, is he adorable! Thick head of hair, olive green eyes, and that British accent!" Her eyes sparkled when she talked about him. "Come on, kids, let's get packed up!" She loaded the kids, toys and ice chest into the Jeep and headed to Queens.

"Now, Brighton, behave yourself when you get inside, ok? I have to take a quick shower and change my clothes, and you can sit and talk to my mother."

"I promise, Fran." He gave her a hug as they climbed the stairs to Fran's apartment. Sylvia met them at the door.

"Oh, look at these adorable children!" "Meanwhile, when are you gonna get married and have some of your own, and quit borrowing everyone else's kids?"

"Ma!" I don't borrow everyone else's! I take care of Nadine's girls, and these angels." She smiled at the kids. "They need me right now, they really need a friend."

"A friend, yes, but you are acting more like their mother!"

"G'nug, Ma! I need to shower and get ready for dinner, I'm eating at the Sheffield's tonight".

"They asked you to dinner? Does their father know?"

"He's the one that asked me, Ma! Now watch the kids and let me shower!" She tried to put Grace down, but he little girl would not cooperate. "Gracie, honey, please sit with Maggie and Brighton and be a big girl for me! I have to take a shower and get changed!"

"No, Mommie!!" Gracie continued to cling to Fran.

"Want some cookies, sweetie?" Sylvia offered some gingerbread cookies to the kids.

"Ok!" Gracie slid out of Fran's arms onto the couch and reached for the cookies.

"I'll hurry, Ma!" Fran hurried to the bathroom, and showered quickly, then headed to her room to change. What to wear. She noticed Max checking out her figure when she wore her shorts today. Maybe a short skirt and jacket for dinner. She found an outfit that showed off her trim figure without being too revealing. She rolled her hair and put on a small amount of make up. No need to scare this man off right away. Ok, now shoes and purse...she was ready!

"Ready, kids?" Gracie ran into her arms.


"She's still calling you that?"

"Yeah, she did it in front of her daddy this morning. I thought he was gonna choke on his eggs!" "We basically agreed to let her get tired of it and start calling me Fran." "Ok, let's go, dinner's gonna be on the table, and we won't be there. I don't want your daddy to tell me I can't take you kids out again!"

She loaded up the kids and headed over the bridge to Manhattan. Hopefully everyone would stay in a good mood for dinner. When they got to the mansion, Brighton and Maggie ran inside and looked for their father. They found him in the living room, and ran into his arms. "Dad, Dad, we had so much fun! You have to come with us next time!"

Max looked up at Fran, carrying Grace into the room. "I just may do that! So you had a good time? What did you do?"

"We swam, and made sand castles, and played with the twins, and had cookies with Fran's mother. They have plastic on their furniture!"

Fran laughed. "That's so little kids who eat cookies won't mess up the sofa!" She looked at Max. "Don't ask!" She grinned. "I think they are preserving it for the afterlife!"

Max looked at his children. He couldn't remember when he'd seen them so happy. Fran sat Grace on the sofa and straighted her skirt. "You look lovely, Fran."

"Oh, thanks. I wasn't sure what to wear." She looked at the kids, then at her watch. "You want me to help get the kids cleaned up for dinner?" "I'll take the girls if you take B."

"Oh, good idea, come on children, upstairs." He reached for Grace, who pulled away and ran to Fran. "She still misses you?"

"Gracie, honey, don't you want your daddy to carry you upstairs?" She shook her head and reached for Fran to pick her up. Fran looked apologetically at Max and scooped up the child.

"Are you sure you don't want the nanny position, Fran? The children adore you".

"Yeah, Fran, then we can see you every day!" Brighton was the first to speak up.

"Please, Fran?" Maggie looked pleadingly at her. Oy, it was hard to say no to these kids. She wasn't sure she wanted to work for this man. She found him too attractive. Besides, there'd be hell to pay with Danny.

"We'll see, kids. I'll be around for the next few days, you may get tired of me! Come on, upstairs!" Fran and Max herded the kids upstairs for their baths and got them dressed for dinner.

Dinner was much more pleasant than breakfast. Fran felt more at ease, after spending the entire day with the kids, and Max felt more comfortable with Fran after seeing her interact with his children. They chatted about their day, the beach , the theater. Niles listened from the kitchen. They sounded almost like a family. This woman truly was a miracle worker!

"Can Fran stay for popcorn and a movie, Dad?" Brighton looked from Fran to his father.

"Well, uh, Brighton, that's up to Fran, maybe she has somewhere she needs to be."

"Popcorn and a movie, huh? No, I can't think of anything I'd like better!

Niles whistled gleefully in the kitchen. This was going to be easier than he thought. He'd make sure to turn the lights down a bit, make sure the adults were on the sofa next to each other, and steer them towards a real "family" movie. He breezed into the dining room.

"Niles, we're going to need a couple of bowls of popcorn in the living room for movie night".

"Yes, sir, and what to drink?"



Fran frowned at him. "How about something with no caffiene, B?"

She had him again. "Ok, orange soda?"

"Very good, Master, Brighton, and for the adults?"

Max looked over at Fran, and took a chance. "Champagne, Fran?"

She giggled. "With popcorn? Sure, why not! You may have to get Niles to drive me home, though!"

Niles smiled and returned to the kitchen. He prepared the popcorn, and then a tray of pate and caviar to go with the champagne and carried it into the living room. He pulled out the children's sleeping bags and put them on the floor with their popcorn and soda, and the adult tray on the coffee table, before dimming the lights. Perfect. Too bad they weren't watching a romance movie!

After dinner, Fran took the kids upstairs to get the kids into their pajamas, in case they fell asleep watching the movie. She was sure this was going to happen, with all the excitement of the day. She wished she'd brought some sweats to change into for the movie. Mental note, Fran, keep an overnight bag in the car for nights like this. She hoped there'd be more nights like this. She felt so comfortable here, like she was supposed to be here.

Max walked into the living room, and saw the scene his butler had prepared. He wasn't sure if he was ready for this. Sarah had only been gone eight months, and yet, he felt so comfortable with Fran. She was becoming a quick friend, and had bonded completely with his children. Guilt flowed through him, as if he were cheating on his wife. He fingered his wedding ring. "Oh, Sarah, I miss you so. The children miss you. This woman, this friend of theirs, she's amazing. I feel myself drawn to her. Oh, my darling, help me know what to do." He looked up and saw Fran leading the children into the living room. He took a deep breath and poured two glasses of champagne. "Here you go. Niles prepared us a tray as well"

"Ooh, I love caviar! I just don't get it very often!" She scooped up some caviar and popped it into her mouth. "Mmmm, and the lumpfish I get at PriceClub does NOT taste like this!" She smiled at Max.

She had such a beautiful smile. He found himself wondering what it would be like to kiss that mouth. Easy, Max, you just met the woman! He sat down quietly, as the guilt ravaged through him. How could he even think such things?

The kids popped in the movie and the family settled down. As Fran and Max shared the popcorn, their hands found their way into the bowl at the same time. Max loved how small and soft her hands were. Fran looked down at his wedding ring. She knew he still loved his wife, it was one of the things she found attractive about him. A man who loved like that was special. They sat and sipped their champagne and nibbled the popcorn, and Fran munched on the pate and caviar. Max wondered how someone who could eat like that could stay so slim.

"I really appreciate you offering to help with the children until we can find a new Nanny, Fran, although, I must say, I'm disappointed you won't accept the job yourself."

"Danny really needs me right now, he's not too happy I took the time off. I think he's jealous of the kids." She laughed. "If he only paid this much attention to me when we were together!"

"So why do you stay?"

Fran sighed. "Danny was my first love, or, at least I though he was. I met him when we were 15, and we've been together off and on ever since. We haven't dated for about two years now, but we're still friends. We just have different ideas about what a relationship should be like."

"Such as?" Max flushed a little. He couldn't believe he was being so bold.

"Well, I think a relationship should be two people, totally committed to each other. He thinks I'm his property, that he can do whatever he wants to me, and he can see whoever he wants while I sit and wait for him." "You know, he's actually got a cot in the storeroom to..." she glanced at the children, "to, uh, take a nap when he's lazy."

Max nodded. He understood what she meant. This man must have really hurt her. Niles may have been right, there was something more to the relationship she wasn't talking about. Still, it didn't seem to effect her capacity to love. He refilled their glasses, emptying the bottle. Fran reached for her glass and took a sip.

"The next guy I get involved with will treat me with respect. He'll listen to me, and care about what I have to say, not just want to sit in front of the tv and watch sports all day. And he won't...oh, never mind." She drained her glass and sat it on the table, then laid her head back on the sofa. "This is so relaxing, so peaceful. Thanks for inviting me!" She closed her eyes, and was asleep before Max could answer.

Max smiled. She said she probably wouldn't tolerate the alcohol. He got up and covered his children, who were almost asleep watching the movie and sat back down on the sofa to finish his champagne. A few minutes later, Niles walked in and saw the sleeping family. The children were cuddled in their sleeping bags, and Max was sleeping on the sofa, with Fran's head on his shoulder. He smiled and covered the couple with a blanket, turned off the lights and headed to bed.

"Hello, hello!!" C.C. breezed into the house. "Maxwell?" Niles appeared in the foyer. "Niles, where is Maxwell? I have the most wonderful news about our new investor!"

"Well, uh..." Niles looked towards the living room. "I don't think he's awakened yet." "Can I get you some coffee?"

"Yes, I'll take it in the office". She walked into the living room and saw the children sleeping on the floor. Then her eyes travelled to the sofa, where Max was sleeping with Fran curled up in his arms. "Maxwell!!!"

His eyes fluttered open as he tried to get his bearings. Oh, yes, he was watching a movie with the children and...he looked down. Fran was sleeping peacefully on his chest. He tried to move her without waking her, but she began to stir.

"Maxwell, what is she...Who is she?" Max cut her off, looking at Fran.

"Good morning. It appears we fell asleep."

"It's morning? Oh, no! Ma will be worried sick! She's probably called the police and all the hospitals between here and Flushing!"

Niles walked in carrying a tray with coffee and rolls. "I phoned your mother early this morning and told her you were up late with the children and spent the night. She said she'd talk to you at temple."

"Maxwell!!!" C.C. was getting impatient. Who was this woman, anyway?

"Oh, sorry, C.C., this is Fran Fine. Fran, C.C. Bacbcock, my business manager."

"Nice to meet you." Fran started to get up. "Oy, remind me to use the guest bedroom next time!" She laughed.

"That's actually a good idea, Fran. Why don't you bring some things over and stay in the guest room while you're helping with the children? That way you won't have to drive back and forth across the bridge every day."

C.C. couldn't believe what she was hearing. This had to be that waitress she'd heard the kids talking about. "I'll be in the office, Maxwell".

Fran watched her walk out of the room and looked at Niles. "Boy, someone got up on the wrong side of the bed this morning!"

Niles smiled. "No, that's the usual. She's actually in a good mood today!"

"Fran!!!" She heard three voices as the children jumped on her. "Are you gonna stay?"

"I have to go home and change, and pack a bag to come back. Then I have to go to temple with Ma."

Maggie hung her head, Brighton kicked the sofa, and Gracie wrapped her arms tightly around Fran's neck. Brighton looked at Fran. "Why can't we go with you?"

Fran looked at Max and gave him a slight nod, letting him know it was all right with her. "It's up to your daddy, he might want you to go to church with him."

"Ah, no, I have some work to get done today, so if you'd like to take them with you, it's fine with me".

Ok, it's settled then. Brighton, Maggie, go get your showers and get dressed, and I'll get Grace ready, then we'll eat and go."

"Are you sure you want to do this? You don't know what you're getting yourself into!" Max laughed as he left the room. She'd show HIM! She got the kids ready and fed and was ready to go.

She stuck her head in the office. "We're leaving! Kids, come tell Daddy goodbye!" C.C.'s head popped up. She already despised this woman! She was acting like she was, well, his WIFE! "Ya wanna join us at Fung Lum's after temple, Max? We always go out for chinese afterwards....about three oclock."

"That actually sounds nice. Tell you what, instead of us taking two cars, why don't you take the limo to your mothers, and send it back for me after you get to temple. Then we can all ride back to the house together. How's that sound, children?"

The children were jumping up and down hugging their father. "Well, I guess that's settled then."

"Max, you want me to take your limo to Flushing?" She looked at how happy the kids were. "Ok, you're the boss!" She grinned at him before heading out the door.

The children were perfect angels at temple, and all the ladies gushed to Max about how adorable and well behaved his children were. He just stared at Fran. How did she do it? He hated to call the nanny agency, but Fran had made it clear she would not accept the position.

He loved having her around the mansion. She made it seem more like a home, like when Sarah was alive. She didn't let him get away with taking meals in his office. She insisted that the entire family sit down together at all meals. She sat and helped Maggie and Brighton with their homework, and while they were in school, she sewed clothes for Maggie and Grace. She always found fun outings for them on the weekends. Max was called out of town on business on the day before Maggie's birthday. He totally forgot, and was out of town for three days. Fran had a small family party at the ice cream parlor with her mom, grandmother, Val, her sister and nieces. She took lots of pictures to commerate the occasion...and to show Max when he realized what he'd forgotten!

Max came home to several nannies to interview. He selected an older nanny this time. Maybe this one was more mature and able to handle the children better. After all, Fran had them under control, all she had to do was hand them over to the nanny, who could take over. Linda Murphy started work in the Sheffield household on April 1st. Niles and Fran had a good laugh over that one, as this woman seemed like an April Fools joke to them. She was matronly, wore no make up, her gray hair was pulled back severely. She always seemed to act as if the children were an imposition. After Fran moved back to her mother's and went back to work, the kids started to fall right back into their old routine. Nanny Murphy hated taking the children to the diner to see Fran. That perfect woman with the perfect hair and the perfect makeup and the perfect figure. She was sure Fran was after Niles, the way they sat and laughed together. Max accompanied them to the diner on a few occasions, after the nanny asked him if anything was going on between Fran and Niles. No, there couldn't be. Nanny Murphy is more convinced that Niles is attracted to Fran when she makes a play for Niles herself, and he politely turns her down.

Max is again forced to go out of town for several days. Nanny Murphy has been employed for two months now, and he feels it's safe to leave the children with her and Niles. Brighton asks if Kyle can spend the night, Niles doesn't like the idea, so Nanny Murphy allows it, just to spite him. By midnight, the house is in shambles. The boys are running and screaming through the house, even Niles can't control Brighton. Gracie is screaming. By 1:00 Maggie has had enough and calls Fran at home. Fran can hear the bedlam over the phone, packs a bag and heads to Manhattan. She walks in the door to the mansion, and finds Nanny Murphy and Niles trying to clean the living room.

"Oh, great, it's Mary Poppins! Go ahead and snap your fingers and see if you can take care of this mess!"

About that time Brighton and Kyle ran down the stairs, squirting each other with water cannons. Brighton sees Fran and stops dead in his tracks, Kyle runs into him.

"Hey, Brighton, why'd ya stop?" Kyle continued firing the cannon.

"Because...I'm in SO much trouble!" He ran into Fran's arms. "I'm sorry, Fran!"

"Brighton Millhouse Sheffield, you have some explainin' to do mista! You get started cleaning up this mess right now. You work downstairs, Kyle, upstairs...MOVE!" Kyle had never met Fran, but sensed that she meant business.

Niles grinned at her. "Sixth sense, Fran?"

She shook her head. "Ma's number on speed dial on Maggie's phone!" She looked at Nanny Murphy. "What kind of nanny ARE you??? Do you know what time it is?"

"That's it! I don't have to take this from you! I work for Mr. Sheffield! I'll leave you two to...do..what you've been doing!" She stormed upstairs and packed her bags. "Tell Mr. Sheffield to send my last check to the agency!" She walked out the door into the night.

"What've we been doin' Niles? Have I missed something?" She grinned at him, elbowing him in the ribs.

"Apparantly we both missed it. She came on to me, and when I refused her, she assumed it was because of you."

"Aw, Niles...I'm so sorry!" She giggled. Oy, this place is a mess! And is that Gracie screaming upstairs?"

"Yes, Miss Margaret is trying to get her back to bed."

"I'll go up, you got this?" She went up and picked Grace up and brought her downstairs to calm her down. The child finally fell asleep on the sofa watching Fran help Niles clean. Fran put the boys in separate bedrooms for the night, and picked up Grace and put her in her lap.

"I gotta put this baby to bed!" She went upstairs and laid down in Grace's bed with her. She awoke at 7am to the sound of the boys giggling in the hall.

"Oh, no WAY!!" She opened the door and looked out. "Don't you two even THINK about it! You both get downstairs and I'll make you breakfast. Then Kyle is going HOME, and B, you are grounded for three weeks, mista!"

"You can't ground me! You're not my...." He stopped dead when he saw the look on Fran's face. This was one he'd never seen before. Had he actually crossed the line? Was she angry with him? "Are you mad at me, Fran?"

"Brighton, I had to get up at one in the morning, after working until eleven, and schlep across the bridge, THEN clean up your mess after I calmed your little sister down. What do you think?"

"I've never seen you mad before." He got tears in his eyes.

"Come here, B." She took him in her arms. "I love you, no matter how angry you make me, that's not gonna change, understand? I'm not goin' anywhere!" She hugged him tightly. "You're still grounded, angel!" "Now, downstairs for breakfast." Gracie came out of her room.

"Hungry, Mommie!"

"Come on, let's go downstairs and make breakfast!" What was she gonna do with these kids! She went downstairs and made waffles and eggs for the kids. Niles had overslept, and after the night he had, she let him. After breakfast, Kyle called his mother and went home, and Fran made B write an essay on why his behavior was wrong. Fran sat down on the sofa and turned on the TV for Maggie, made B sit with his back to the set, and sat on the sofa with Grace to supervise. She and Grace fell asleep after a whle, which is where Max found them when he arrived home. Niles met him in the foyer to put away his coat and briefcase.

"Is that Fran's Jeep out front, Niles?"

"Shhh..." He pointed to the sofa." Yes sir" Niles quietly filled him in on the previous night's excitement.

Max walked into the living room and found Fran and Grace sleeping on the couch. "Brighton, you are grounded for two weeks!"

"Is that before, during or after the three weeks Fran gave me?"

"You watch your tone, young man, or it WILL be after her three weeks!" Max realized he'd raised his voice to his son.

"Fran never yells at us!"

C.C. walked in about that time. "I don't know what's so special about Fran. She's sleeping everytime I see her!" "Does she always sleep on the job"

Max was still angry with Brighton, and continued with C.C. "She does NOT work for me! She's a friend who is good enough to help out with the children when I'm between nannies."

He looks at Niles. "I take it I'm between nannies again?"

"Yes, sir. This one went screaming into the night." "Miss Margaret called Fran at about one, and she rushed over and had order restored within 30 minutes."

Fran starts to wake up, sees Max. "Oh, hi, you're home! Why does your couch always put me to sleep?"

"Good morning. I hear you had some excitement last night"

Fran gets up, still holding a sleeping Grace. "Oh, the boys just got a little wound up last night...no big deal. I'll be right back, I'm just gonna go put Gracie in her bed"

Max looks at Niles. "Well, her version and yours seems to differ quite a bit."

"Believe me, sir, the boys were completely out of control!"

Fran comes down the stairs. "I don't know why she didn't just send Kyle home as soon as they started up. Instead, she screams at them, gets Grace worked up, and wonders why they won't listen to her".

"So, they DID destroy the house?"

Fran laughs. "Only a coupla rooms. Niles and I had it cleaned up in no time, with the help of a little blonde munchkin" She musses Brighton's hair. "And YOU mista, will have chores for the next three weeks, your messes don't clean themselves!"

B gets up and hugs Fran. "I love you, Fran!"

"I love you more! Now, go to your room and read. No TV, no Nintendo!"

Niles watched Brighton ascend the stairs. "That is NOT the same child from last night!"

"Sure it is! You'd act out, too, if some old witch was screamin' at you!"

Max looked at her and smiled. She could always see the glass half full. "I'm sorry they called you in the middle of the night, but thank you for coming. It seems I'm without a nanny again. Would you consider..."

"Helping you out until you find a new nanny? Sure!"

"I was hoping you'd reconsider becoming our nanny."

"Oh, no. I really can't " She hoped he wouldn't press her as to why.

"Still loyal to Danny?"

"That's SO not it!" Their eyes meet. C.C. catches the look and panics.

"Maxwell! We have a LOT of work to do! We need to get busy! Can't Niles find you another nanny?"

"No, he can NOT!" He looks back into Fran's eyes. "So, you'll stay?"

"Yes." She looks down. "You want me to call the agency for you?"

"Thank you, that would be good. Make sure they send acceptable applicants this time."

"No problem!"

Max and C.C. go into the office and close the door. C.C. looks at her boss. She's beginning to feel very threatened by Fran. There is obvious attraction between the two of them. She made sure she was at the house "to work" as much as possible, and did all she could to make sure Max was never alone with Fran.

In the meantime, Fran was busy helping interview new nannies. She wanted to make sure the person caring for the children she loved so much would be a good influence, and love the children as she did. Max, on the other hand, was starting to withdraw. Fran had almost expected it. His wedding anniversary was coming up, followed closely by the first anniversary of Sarah's death. She tried to think of something that might cheer him up a bit. Father's Day! She remembered things she and Nadine had done for her father as children. She laughed as she recalled the breakfast in bed picnics they'd had. And those silly homemade gifts. That was it! She'd make Max a nice breakfast to share with the kids in bed, and then she and the kids would cook a family dinner that night. Maybe she'd even get him out of the house...a picnic in the park with the kids? It was worth a try.

Fran got up early that Father's Day Sunday. She had made sure to have all Max's favorite English breakfast yummies on hand. She prepared a large tray for him and the kids, complete with a vase with three red roses, one from each of the children. Perfect! She carried the tray upstairs, and got the three kids up. They all tiptoed into Max's room, where he was just waking up. The kids ran to their father, jumping up on the bed. "Happy Father's Day!!!" Max looked up and saw Fran with the tray.

"The kids wanted to give you breakfast in bed for Father's Day." She smiled at him. He had tears in his eyes. She hoped she hadn't gone too far.

Max laughed with the kids and hugged them all. "What a wonderful surprise! Are we all going to eat right here, or do you want to go downstairs?"

"Here, Daddy!" Grace was the first to answer. It was also her first two word sentence she had ever spoken to hm.

"Grace! What a big girl! Here it is, come on, let's get settled." He arranged the children around him. Fran brought the tray over and set in the middle of them.

"Where's Fran gonna sit?" Brighton looked up at his father and smiled.

"Oh, honey, I'm going downstairs. This is family time!" Fran started to leave the room.

"Nonsense, Fran!" He moved the pillow next to him, making a seat for her. "Come and join us!"

Fran wasn't sure. She wanted this to be for him and his children. Max patted the spot next to him. "Oh, wait, there's more!" She hurried down the hall to her room, and returned with the bag of presents the children had made. She sat it on the floor, and sat next to Max on the bed. Grace moved over to snuggle in between them. They sat and ate, laughing and talking. Niles walked by, and couldn't resist getting his camera to take pictures of the "happy family". They looked so natural together. After breakfast, Max opened his gifts from the children. He couldn't believe that Fran had gone to so much effort for them.

"Dad, can we go to the park today? You haven't gone with us in a long time", Maggie looked at her father hopefully.

"Yeah, Dad! Fran can make us a picnic, like she always does! Please Dad?" Brighton looked at Fran for some help.

"You might even enjoy it. Having a fun day with the kids might help take your mind off of..." Ooops, she almost blew it. "...other things for a while."

Max smiled at Fran. She was really learning to read his moods. "You know, you're right. A picnic would be a wonderful way to spend Father's Day. I'll have Niles pack the lunch, though. Fran's done enough already today." He looked at her again. "You'll join us, won't you?"

"I wouldn't miss it!" She scooped up Grace as she got off the bed. "I'd better go get this little girl ready".

Max couldn't resist teasing her. "Good, could you get Grace ready while you're at it?"

She turned around to see him grinning from ear to ear. "Oh, of course." He'd pay for that one, big time. She took Grace down the hall and got her ready to go. Then went into her room to get ready. She pulled her hair into two long braids. Yep, that'll do it. She definitely looked like a teenager...well, almost! She pulled on a pair of shorts and a cropped t shirt, and chose a pair of white tennis shoes. She bounded out into the hall and almost ran into Max. Oh, did he look delicious or WHAT? He was wearing shorts and a polo shirt. This was the first time she'd seen him looking so casual. He looked at her outfit and her hair.

"Don't you look adorable! Almost like..."

She cut him off. "A little girl?" She grinned at him as she walked down the hall to check on the other children. "Brighton, Maggie, let's go!" She picked up Grace and headed down the stairs, where Niles was waiting with the picnic basket.

"You'd better get him out of here quickly, Miss Babcock called, she's on her way over!"

Fran rolled her eyes. "That woman won't be satisfied until she works him to death!" She opened the door. "Oh, such a nice day, can you put the basket in the Jeep? I'll put the top down so we can enjoy the weather." She grabbed Grace's car seat out of the closet as Max came down the stairs with the other children.

"Doesn't the limo already have her car seat in it?"

"Yes, but it's such a beautiful day, I thought we'd take the Jeep. We can put the top down and be able to enjoy the weather" She tossed him the keys. "I'll let ya drive...and I NEVA let anyone drive my baby!"

"Not even Danny?" Max made a face as he said the name.

Fran frowned. "Especially not Danny!" "Come on, kids, let's get goin'" She went outside and lowered the top on the Jeep. "This is going to be beautiful!" They got the kids secured in the back and headed to the park.

They played frisbee, football, pushed the kids on the swings. It was a wonderful day.

"I'm so glad you got me out of the house. You're right, it did help."

Fran took his hand. "If you need to talk, I'm here for you...anytime."

He squeezed her hand. "Thank you, that means a lot." He leaned over and kissed her cheek. "You're a good friend, Fran." He continued to hold on to her hand while they watched the kids play. Grace starts to get cranky, and Fran looks at her watch.

"Oh, look at the time! It's way past this one's nap time! Come here, sweetie!" She held Grace on her lap and rocked her until she fell asleep. "Maybe we'd better head back so I can put her in her bed. You know how she gets if she doesn't get a proper nap!"

Max sat quietly. No, he didn't know. Fran knew more about his children than he did. "You're right, I'll get Brighton and Maggie". They drove home quietly, Grace was still sleeping, and Brighton and Maggie were almost there. Eveyone was exhausted.

They arrived to to find a fuming C.C. in the living room. "Maxwell, didn't Niles tell you I was on my way over?" "We have work to do!"

Max looked at Fran taking the children upstairs. "Well, C.C., it IS Father's Day, and Fran and the children had activities planned for me."

"Fran again! Who IS this woman, and how much do you REALLY know about her?"

"That's enough, C.C.! I know enough to know that she's a good friend, who loves the children dearly!" "Now, she's going to be staying here until I hire a new nanny, so I would appreciate you making an effort to be nicer to her!"

"HERE? She's staying...here? With you?"

"In the guest room, C.C.! Now can what work do we have to finish that couldn't have waited until tomorrow?"

About that time Fran comes back downstairs. "Everyone's sleeping, you wore those kids out, Max! Actually, I think I could use a nap, myself. The kids have more surprises in store for you tonight, so don't work too hard this afternoon!" She heads off into the kitchen to let Niles know that she and the children will be preparing dinner tonight as a Father's Day treat.

"This ought to be good", he thinks. He hopes that Miss Babcock will stick around for this one!

After everyone awakens from their naps, Fran and the kids come downstairs to start dinner.

"Niles, I hope you don't mind a mess!"

"This is one mess that will be a pleasure to clean up!" Niles grinned at her. She made his boss happy, that's all that mattered to him. Max was happier than he'd seen him in months, even with the two anniversaries so close at hand.

Dinner was a total sucess. It would have been perfect, except for the fact that C.C. invited herself to stay and join "the family". The children each described how they made their own side dish and helped Fran with the main course. C.C. spent the meal quietly glaring at Fran, who paid her no attention. She was totally focused on the children..and Max. She was totally absorbed in listening to Brighton describe how he created his flavored mashed potatoes, that she didn't even hear Gracie calling to her.

"Mommie! Mommie!" Grace had her hands out to Fran. Max grabbed Fran's hand to get her attention.

"Grace is calling you"

"Oh, I'm sorry, honey, what did you want?" Grace pointed to the carrots. Maggie had made some honey ginger carrots that Grace loved. Fran gave her another serving.

"She calls her 'Mommie'?" C.C. was shocked.

"We just ignore it for now", Max explained. "When she gets old enough, we'll make sure she understands".

"I think she does now", Fran continued. "She just feels more comfortable this way. She knows my name. Watch." She points to herself. "Gracie, who's this?"



Grace reached for Fran again. "Mommie!"

"This is one stubborn kid!"

"Maxwell, I really don't think.." C.C. started, but Max cut her off.

"Just drop it, C.C."

As dinner was drawing to a close, Fran picked up Grace and headed to the kitchen. "Everyone ready for Gracie's dessert?"

"Grace made dessert?" Max looked surprised.

"Uh, huh! Just wait till you see! Come on, honey, let's show Daddy what you made for him!"

They disappeared into the kitchen, and emerged holding a tray of chocolate dipped strawberries. "Gracie dipped these herself!" They weren't neat, and definitely looked like a two year old had made them, but they were delicous.

C.C. watched the looks exchanged by Fran and Max. How could he say there was nothing going on between them! The way he watched her eat her strawberries. And she had to know she was turning him on, yes, she was going to keep her eye on this one. If anyone was going to turn on Maxwell Sheffield, it was going to be HER!

It took another two weeks to find a nanny for the children. Just before his wedding anniversary, Max hires Nancy Evans. She's in her mid thirties, and has excellent references. She's a strict, by the book nanny, and Max hopes she'll continue to keep the children as disciplined as Fran. Fran moves back to her mother's now that the nanny is hired. She comes by on Max's anniversary to take the kids for an outing, and meets the new nanny. Max introduces Fran as a "close family friend" and tells the nanny that anything she needs to know about the children, she can ask him or Fran. He tells her that Fran will be spending time with the children, and has his permission to take the children whenever she pleases. "This will give you plenty of free time", he tells her.

This does not please the nanny at all. She applied for this position with the express goal of meeting Maxwell Sheffield. He'd been a widower for a year now, and she thought it was a good time for him to move on, but NOT with this Fran person.

Fran takes the kids out for the day, to give Max some time alone. This is his first anniversary without Sarah. When she returns to the house, she finds Max alone in his office, sitting in the dark. She instructs the nanny to take the children upstairs, and goes in to talk to him.

"Hi, Max. Are you allright?"

"Fran, are you back already?" He looks around. "Oh, it's after dark!" He wipes his eyes, as he's been crying.

Fran walks over and puts her hand on his shoulder. "Do you want to talk about her?" "This has to be a hard day for you".

Max turns around and falls into her arms, sobbing. She holds him tight, and lets him cry for several minutes. "I'm sorry, Fran, I shouldn't.."

"If you can't talk to your friends, who're ya gonna talk to?" "The kids are upstairs getting ready for bed. Let's go up and tuck them in, and go outside and talk. How's that sound?" Max just nods. They go upstairs and tuck in the older two children, then find Grace fighting with the nanny. As they enter the room, the child breaks away and runs to Fran.


Fran looks at Max and rolls her eyes. Not today, Gracie. She quickly changes Grace into pajamas and puts her in bed. They sit on the bed with Grace and Fran reads her favorite story, while Max caresses her hair. Grace is asleep before the story is over. Fran pulls the covers over the sleeping child, and they both give her a kiss before heading downstairs.

Max takes Fran by the hand. "We'll be outside, Nanny Evans". She simply nods to him and watches them leave. Didn't that woman ever go home?

Fran and Max sit on the front stoop and quietly hold hands. Finally, Fran breaks the silence.

"Tell me about her, Max. I mean, I know some, from the kids and the videos, but tell me what she was really like."

They sat and talked for several hours. Max began to cry as he reminisced about his late wife, and when he did, Fran took him in her arms, and consoled him as if he were one of the children. He looked at his watch after a while. "Do you realize it's one in the morning?"

"Are you serious? I'd better get home"

"No, it's too late for you to be driving to Flushing. Stay here tonight, you still have clothes in your room, don't you?"

"Yes, I do, but..." Max cut her off.

"Please stay."

She sighed and looked at him. He looked like a lost child. "Ok, you win." She stood up and reached for his hand. "Come on, you need to get some sleep." They went inside and she led him upstairs. As they reached his bedroom door, he pulled her to him and hugged her tightly.

"Thank you, Fran. For everything". She could hear his voice breaking.

"You gonna be ok?" Her heart ached for him. She could feel the pain he was in.

"Yes, I will be." He felt such comfort in her arms. Once again, the guilt rose up in him. Here he was, on his wedding anniversary, wishing to stay in the arms of this beautiful woman. "Goodnight, Fran." He pulled away and looked into her eyes. He leaned down and kissed her cheek. "See you at breakfast." He went into his room and closed the door behind him. Fran checked on the children as she made her way slowly down the hall to the guest room, which had lately become "her" room. She wasn't sure if she would get any sleep tonight. She was worried about Max. She was sure he wouldn't sleep tonight, either. Next week should be just as bad, she thought. How sad that Sarah died so close to their wedding anniversary. This would be a long week.

The next morning, Fran overslept. She was awakened by the sound of Brighton arguing with his nanny.

"You are nothing but a spoiled little brat, but that's gonna change now that I'm in charge!"

"I'm telling Fran and Dad! You can't talk to us like that!"

"Your father is already downstairs, and your Fran isn't here. Your father will believe what I tell him!"

Fran sat on her bed fuming. That's what SHE thinks! How DARE she speak to the kids like that!

"You say a word to your father, and I will make your life miserable! Do we understand each other? Now, get dressed and get downstairs to breakfast!"

Fran got up and stepped into the shower. She'd had an uncomfortable feeling about this nanny, but couldn't quite put her finger on it. Nancy was always so sweet to the kids in front of Max, bending over backwards to help them. Things were starting to make sense now. She was trying to make herself look good to Max. Well, she'd put a stop to that. She quickly lathered and washed her hair, rinsed off, and stepped out, feeling refreshed and ready to tackle anything. She dried her hair, then put on her lace camisole and thong. As an afterthought, she dabbed on some perfume. She grabbed her while robe and slid her feet into her fuzzy slippers and hurried down the back stairs. Nanny Evans was just sitting down to eat in the kitchen.

"Good morning, Nanny Evans!" She hugged Niles quickly. "Good morning, Niles! What's for breakfast?"

"Good morning, Miss Fine. Mr. Sheffield requested waffles and fresh fruit. Isn't that your favorite?"

"Mmmm. Yes, it is! How sweet! I'll have to remember to thank him!" She danced off to the dining room.

"Good morning, kids!" She gave them each a hug and kiss before sitting down next to Max. She squeezed his hand. "Good morning. Feeling any better this morning?"

"Yes, actually, I am." Niles entered the dining room with a fresh plate of waffles. "I'd like to thank you for last night. That was something I needed for quite some time." Niles' mouth fell open.

"My pleasure, Max. I'm glad I could help."

Nanny Evans overhead this exchange and ran upstairs to check the guest room. The bed was made. So where did Fran sleep? Did she actually bother to make her own bed? Or did she sleep in the master bedroom? She had to figure out a way to drive a wedge in between these two, or she would have to chance at seducing Maxwell. She hurried back downstairs and into the dining room. "Children, are you done eating? What would you like to do today?"

"We want to go to the mall", Maggie exclaimed.

"No, the Indy cars!" Brighton couldn't get enough of the Indy cars.

"How about you, Grace?" Nanny Evans reached for the child's hand.

"Mommie!!!" Grace climbed off her chair and into Fran's lap.

The nanny rolled her eyes and looked at the older children. "I thought we'd go into the city and pick out some fireworks for the fourth!" The room got quiet. Max buried his head in his meal, and Maggie and Brighton threw down their napkins and ran out of the room.

Fran reached out and stroked Max's arm. "Honestly, could you be any more uncaring?" She got up and went after the children. "Maggie, Brighton!" Oh, she could just strangle that woman!

Max never looked up. "There will be NO fireworks in this house, is that clear?"

"But, Mr. Sheffield, I just thought that..." Max would not listen to another word from her.

"Is that clear?"

"Yes, sir."

"Thank you. That will be all."

Upstairs, Fran was consoling the children. "Fran, how could she be so mean! She knows how Mom died, right?" Maggie was sobbing.

"I think she does, honey. Maybe she thought she was helping." Fran sat on the bed with her arms around all three children. "What do you kids want to do for the holiday? Do you want to go to the cemetery and visit your mom? Write letters like we did on Mother's Day? I'll clear the day, and we'll do whatever you want to do".

Brighton looked up. "What about Dad?"

"I'll talk to Daddy. This is extra hard on him. He loves your mom very much, and he really misses her. He might want the day to himself to remember her in his own way."

Maggie smiled. "Mom always liked to take us to the beach for the 4th of July. Mom wasn't feeling well last year, so we didn't go, but she was gonna make up for it with extra fireworks. That's when she..."

"I know, honey. Ok, how about we visit her at the cemetery in the morning, then go to the beach with a picnic for lunch, then come home and have a special ceremony for her. We'll light a Yahrzeit candle for her, it helps light the way to a happy afterlife. How's that sound?"

The children were smiling again. Fran always knew just what to say to make them feel better.

"Now, I have to work this afternoon, so why don't you go find your nanny and see if she'll take you to the park to play. I think the Indy cars are a little fast for her, B., and Maggie, I don't know if she's ready for you at the mall!"

"Ok, Fran! We love you!"

She gave them all hugs. " I love you more!" Grace hung behind. "You, too, Gracie, go with Maggie, honey! I have to go to work." Grace gave Fran one more hug and ran off to find her sister. "Oy, what am I gonna DO with these kids?" She suddenly thought of Max, and wondered if he might need to talk some more, after the stunt the nanny pulled at breakfast. She went downstairs looking for him, and found him sitting in his office, staring at a picture of Sarah.

"Hi, feel like a little company?" She walked over and sat on the corner of his desk. "Max, the kids and I were just talking about what they wanted to do on the 4th."

Max looked up at her sternly. "I said, NO fireworks!"

She looked at him, and bit her tongue, remembering how much pain he was in. "Max, I'm on your side, remember? No, the kids do NOT want fireworks. They aren't even sure if you want to do what they are planning." She took a deep breath. "What they want to do, is go visit their mother, then go to the beach she used to take them to."

"What?" Did you put that idea into their heads? They can't go to the cemetery! They're too young, they won't be able to handle it!" Fran looked down and started tracing circles on the desk top. "Fran? What is it? They've already been, haven't they?" He was frowning, this wasn't good.

"Yes, they have"

"Fran, you took them without asking me? I should have been the one to take them the first time! When?"

"Mother's Day. Remember the night before, how they were all up in my room for hours? Well, Niles brought the VCR into my room, and we watched the home movies, and they drew pictures and wrote letters to their mom. Then on Mother's Day, we went to the cemetery and took her some flowers, and left her the things they made for her. Maggie tried to ask you about it first, but you wouldn't discuss it with her. I'm sorry, I should have MADE you listen to ME."

"They watched the movies? How did they react?"

"Oh, Max, you shoulda seen them! They laughed, and talked about their memories of her. Even Gracie ran and hugged the television screen. She may call me 'mommie', but she knows who her mother is."

Max smiled. "Yes, you should have made me listen to you. You really are good for the children, you know. You're good for all of us." He reached over and held her hand, then stood up and gave her a tight hug. This slightly loosened her robe, showing just a bit of her lace camisole.

"Mr. Sheffield, I'm getting ready to take the children to the park". Nanny Evans had perfect timing. If Fran had planned this, it wouldn't have turned out better. Max pulled back from the embrace, and noticed the lace under the robe, letting his eyes linger there for a minute.

"Mr. Sheffield?"

"Oh, yes, Nanny Evans, that will be Fran, er, fine."

Fran smiled at the nanny and slowly closed her robe. "I think I'd better get ready to go. I have to work this afternoon." She turned and looked at Max. "Come by for dinner?"

"I"ll...We'll be looking forward to it."

Fran hurried upstairs to get ready to head back to Queens, feeling entirely pleased with herself. Not only had she suceeded in on upping that witch of a nanny, but she'd gotten Max flustered as well, all without even trying. She'd only gone in to check on him. She smiled. At least he'd have all day to think about that image. It HAD been almost a year since his wife died, and he WAS giving her signals that he was attracted to her, but she didn't want to push things too quickly She packed up a few things and got dressed. She'd have to remember to leave a uniform here so she could spend more time with the kids on times she stayed over.

By the time she made it downstairs, the children were already at the park with their nanny.

"They're already gone, Niles?" Tears welled up in her eyes. She'd never left without saying goodbye. "I guess I can call them from home later".

"I'll let them know you'll call them, Miss Fine". Niles smiled at her.

"Fran, you'll see them at dinner." Max walked through the living room. As he got closer he saw her tears. "Oh, come here." He took her in his arms to console her. "I'll tell them you said goodbye." He pulled back and looked into her eyes. He loved how she loved the children. "What's a good time for dinner?" He handed her his handkerchief.

"Around five would be good, we don't usually get busy until six." She wiped her eyes and nose.

He kissed her forehead. "Five, it is. Drive safely."

She took a deep breath. His lips had felt so hot on her head. "I will. I'll see you tonight. Bye, Niles!" She turned and bounced out the door.

"She's very attached to the children, isn't she, sir?"

"Yes, she is. I don't know what we, uh, they would have done without her these past months. I'll be in my office, Niles." He went in his office and tried to work, but his mind was racing. His thoughts went from Sarah to Fran. He loved Sarah deeply, and always would, but he couldn't stop thinking about Fran. He found himself looking forward to seeing her at dinner, and wishing she hadn't gone back to Queens. He closed his eyes and could see her smile and smell her perfume. She was his friend. A good friend. Could he really ask for more of her? What about Danny? Is she really over him? He saw the way he looked at her, that possessive "hands off" attitude he took when anyone paid attention to her. Oh, he wished she'd just quit that job.

Fran drove across the bridge back to real life. She hated her job. She hated living with her parents. When she was in Manhattan, life was different. No one grabbing her backside, no one pressuring her to have sex, no verbal abuse. No standing on her feet 12 hours a day for practically bupkis. She had the love of three wonderful kids, and the friendship of a man that treated her with complete respect. She loved the long talks with Max. He listened to her stories about her crazy relatives, he talked to her about his work, his heartaches. Maybe she was wrong not to accept the nanny position. But, as the nanny, the friendship would stop, the relationship would stop blossoming. She'd be his employee, nothing more. She knew Maxwell Sheffield well enough to know that he would not cross that line.

She pulled her Jeep in front of her parents apartment building, grabbed her bag and rushed inside. Her mother met her at the door. "So why don't you just move in to that house? You sleep there more than here!" "Are you sleeping with him?"

"No, Ma! I sleep in the guest room. Max and I were just up late talking last night, and he didn't want me to drive home at that hour."

"You couldn't call? I have to hear from that butler this morning that you are alive?"

"Ma, it was after midnight, you wouldn't have answered the phone. And Niles told me he called you this morning. He told me you said I didn't have to call and you'd see me when I got home!"

"So what's going on between the two of you?"


Sylvia walked into the kitchen and pulled her waffle from the toaster. "The producer! You're spending an awful lot of time with him." She stuffed a piece of waffle into her mouth. "You want one?"

"No, I ate with the kids." She looked at her watch. "I gotta get ready for work. I need a new job. Oy, I need a new LIFE!"

"Well, you know you aren't going to find it at that diner! That Danny has been calling here looking for you. He seems to think you two are getting back together."

"So not, Ma. He does this every time I start to try to get away, he sucks me back in. Well, not this time! I don't care what he... I need to get ready. I want to look extra nice. Max is bringing the kids in around five."

"Since when do you want to look nice for kids" Sylvia grinned at her daughter.

"MA!" Fran hugged her mother and hurried off to her room. She made sure her make up was perfect. She decided not to make her hair so big, Max had commented on how he'd liked it more flat, so let's see if he notices. She checked the time. Just enough time to call the kids before work. She called the house and talked to Brighton and Maggie, who were not happy with their nanny after their park outing. She wouldn't let them run and play, but made them sit close to her and play games while she read a book.

"Oh, Ma, that woman has got to go!"


"That so called nanny! It's bad enough that she's after Max, but she's terrible to the kids!"

"Aren't we just a little jealous and over protective!"

Fran shook her head. "I've got to talk to Max about her, but not this week, he's got too much on his mind. I'll just talk to Niles, and we'll keep our eyes on her." She kissed her mom. "Bye, Ma, I'm running late. If Val calls, tell her I'm on my way."

Danny looked up as she entered the diner. "Hey, look who remembered where she works!" "I been callin' ya, where ya been," He took his finger and pushed his nose upward "at the mansion?"

"You know where I was, and it's none of your business!" She walked into the back room to grab her apron.

"Whattadya mean, none of my business? How long we been together?"

"Danny, we are NOT together! Get it through your thick head! We work together, we're friends, but we haven't been together in 2 years!" She looked up and saw Heather standing at the storeroom door. "Did ya get that Heather, he's all yours!"

Danny reached out and began rubbing her arm. "Frannie, don't be like that. You know I love you!" He lowered his voice "I still wanna marry you!"

Fran rolled her eyes and pulled away from his touch. "G'nug already! THAT is neva gonna happen!" She put on her apron. "Now lemme go, I have tables to take care of!"

She looked at her watch and sighed. Two hours until Max and the kids were here. She hoped the diner stayed busy, so she didn't have to deal with Danny. She turned to look into the kitchen just in time to see him disappear into the storeroom with Heather.

"You ok, Frannie?" Val saw the look on her best friend's face.

Fran laughed. "Yeah, I was just thinkin'...now we won't have to deal with him for, what, ten minutes?"

Val giggled. "So you aren't gettin' back together? He's been telling everyone that you are!"

Fran shook her head. "As usual, he's lyin', Val. He's the last man I'd EVA be interested in!" "I want a man that treats me with respect, that listens to me, that wants me around for more than just sex, and, you know...!"

Val knew too well. She'd seen the results of Danny's fits of anger one too many times. He did NOT like to be told no.

Fran buried herself in her work, grateful for a busy late lunch and early dinner crowd. Five o clock came and went. No Sheffields. They started to get busy, so Fran went to the large table in the corner and put a "reserved" sign on it, hoping they'd show up soon. She was just coming out of the kitchen with a tray of salads when she felt something hit her legs and wrap around them.

"Mommie!" Fran smiled. It could only be Gracie. She looked towards the door and saw the family she'd come to love so much, and the nanny. What was she doing here? She smiled at Max and motioned him to the table she'd reserved for them.

"I'll be right there!"

"Val, you take that table!" Danny's voice boomed from the kitchen. Val gave Fran an aplogetic look and walked over to the table.

"Actually Val, tell Mr. Imperiali that we'd prefer Fran, if you don't mind." Max shot a look at Danny.

"Frannie's gonna be busy back here for a few minutes!" Fran looked at him as her leered at her. How dare he suggest such a thing!

"Frannie's going on a break!" She shot him a look and walked over to the kids. "Hi, my angels!" She hugged each of them. "I'm so sorry you left before I could tell you goodbye this morning."

Maggie smiled at her. "That's ok, Fran. Nancy said you were busy."

"Oh, did she? How nice of her, but I'm neva too busy for you guys, you know that." "Tell ya what, I'll fix my schedule so I can come and spend time with you every day, how's that sound?"

"Why can't you just move in with us, Fran? Then you'd always be with us!"

Fran and Max exchanged looks. This very subject has been the only thing they argue about.

"We'll see, kids. Gimme some time to think about it and talk to your daddy more, ok?"

Maggie looked down sadly. Brighton tried to cheer her up. "Mags, she didn't say no!"

Max looked at his son. He was actually being supportive of his sister. He looked at Fran and winked. He knew this was her doing. Fran just shrugged her shoulders and smiled. 'I'm good for you Maxwell Sheffield' she thought.

"Ok, I'd betta get back to work before Danny loses his temper. I'm workin' late tonight, but I'll call ya tomorrow. I love you guys!"

Max watched Fran as she served the other tables, noticing how she seemed to work harder than the other waitresses. She deserved better than this. He watched Danny watching her every move, how he touched her every time she was near him, and the repulsed look on her face. He had to get her out of here. But she was proud and stubborn, she refused to move in and let him support her. She had a point, she wasn't the nanny, she wasn't his wife. But he felt a need to take care of her, to protect her. He almost hoped Danny would fire her, then he could invent some job for her to do. An assistant? Cook? She didn't want to accept any employment from him 'I can't work for you' she'd told him. Maybe she wanted more from their relationship? If she did, she was careful in not showing it. Time would tell. Maybe if they spent more time alone together. He loved their long talks, the stories of her family always made him laugh, and it had been so long since he'd laughed. He loved the way she was so sensitive to his feelings about Sarah. She went out of her way to comfort and support him.

"Mr. Sheffield?" Nanny Evans voice brought him out of his trance. "The children want dessert, I told them they'd have to ask you, they've already had a lot of sweets today."

He looked at the pleading looks of his children. "Who wants sundaes?" He heard Fran's voice and looked up to see her carrying a tray full of ice cream and toppings. "We have fresh strawberries and peaches today!" She put the tray down and started to put the ingredients in front of the children. "I thought vanilla ice cream and fresh fruit might be a refreshing dessert, not to mention, somebody's favorite!" She smiled broadly at Max. He'd told her of his passion for ice cream and strawberries.

Nanny Evans was the only one at the table clearly not happy. This woman had bested her again. There had to be a way to get rid of her. She looked in the kitchen at Danny glaring at Fran's interactions with Max and the children. That's it. Danny was jealous. She'd have to befriend one of the waitresses and let some 'information' slip to her. But which one? She looked around the room, and her eyes caught the blonde waitress that was making her way into the kitchen. She came up behind Danny and whispered something into his ear, before they disappeared into the storeroom.

Val came by and spoke quietly to Fran," Danny and Heather just started round two!"

"Good, then maybe he'll leave me alone!"

"He's been bothering you, Fran?" Max looked concerned.

"He just can't get it through his head that it's ova! He thinks he can go into the storeroom and,"she looked at the kids, "exercise any time he wants, and thinks that I'm gonna wait around for him? Feh!" "I tell ya, if he puts his hands on me one more time, I'm gonna..."

"Do you want me to talk to him?" Oh, he was so cute!

"No, I can handle Danny. He's just not used to hearing 'no' from me. I usually just give in and go running back to him. No more!"

"That's good." Max blushed. He was getting a little too personal with her again. This was a topic that should not be discussed in front of his employee or his children.

The family finished their meal and headed back to Manhattan. Between their work schedules, Max and Fran barely saw each other the next week. She kept her word to the children, running back and forth across the bridge to spend time with them. On July 3rd, her phone rang. It was Max.

"Fran, did you still plan to take the children tomorrow"

"Yes, if it's still allright with you? Have you thought any more about joining us?"

"I thought I might join you at the beach. You were right about needing to spend some time alone. Do yo mind?"

"No, what time tomorrow?"

"Why don't you just come over tonight when you get off work?"

"I"m done for the day. I worked the morning shift."

"Didn't you work night shift last night? Did you get any sleep?"

"Yes, I did, and I got some sleep. I wanted to be rested for the kids. I'd hate to fall asleep on the beach. You gotta watch that Brighton every second!"

"Yes, you certainly do. Why don't you pack for a couple of days and head on over. I'm sure you'll want to spend tomorrow night here as well, after the busy day you'll have."

"I guess I can do that. I have to work at noon on the 5th, but I can dress over there. I'll let Ma know."

"Very good. We'll see you soon. I'll let the children know you're coming".

Nanny Evans was listening on the extension. She had to do something quickly. She'd have tomorrow off, and the family would be busy with Fran. She could go to the diner and work her magic then. This was going to be easier than she thought!

The next morning Fran comes down to breakfast to find the children eating alone. She looked at Max's empty chair. "Someone oversleep this morning?"

"No, Miss Fine, he's left already. He said he'd try to join you and the children at lunch."

"I'm worried about him, Niles. He's been a mess all week. I don't know if he's been avoiding me, or he's just been burying himself in his work again."

"Yes, he's been spending most of his time in his office. I'm not sure what's going on with him, he hasn't confided in me, either.

"Well, let him know we'll be at the same lifeguard station as before, in case he decides to come out. The way he sounded on the phone, he was going to spend some time alone at the cemetery, and then come to the beach later." She looked at the kids "I really hope he does, these kids need him today". She bussed the empty plates from the table and took them into the kitchen, where she was met with the hateful state of Nanny Evans. Oy, not today! "Good morning, Nanny Evans, any good plans for your day off?"

"No, not really, just going to spend some time with some friends." And totally mess with your life!

"Well, we're off. Have a nice day off! We'll be home late in the afternoon, Grace usually naps at the beach." Why did that woman always look like she was plotting something? She packed up the kids and headed to the florist to pick up the flowers she'd ordered for Sarah's grave. She chose a beautiful arrangement, with lots of color, and three red roses, to represent her three children. When they arrived at the cemetery, they see a large bouquet of red roses. Max has already been here. Fran gives the kids some privacy, so they can talk to their mother, and place the letters and pictures they've prepared for her on the grave. Brighton and Maggie each tell their mother how much they love and miss her. Maggie thanks her mom for sending Fran to them.

"I know it was you, mom. You wanted us to have someone to love us like you do. Fran's been like a mother to us, but she always makes sure we remember you."

"If she marries Dad, she WILL be our mom, Maggie!" Brighton and Maggie hug each other tightly. "She even gets me to behave, Mom! No can could do that except you...and Fran".

Fran walked back over to the grave with Grace. "Honey, do you want to say something to your mommie?"

"Mommie! Laaa you!" She reached for Fran.

Fran picked her up and smiled at her. "Your mommie loves you too, sweetie, and she'll always be watching you."

The kids start to leave, Fran takes a look at the grave. "Maggie, take your brother and sister to the Jeep, I'll be right there. I want to talk to your mom a minute." Once the kids are in the Jeep, out of earshot, Fran kneels at the grave.

"Sarah, you'd be so proud of your kids! Gracie is learning to talk more and more every day. Brighton, oh, you know Brighton! But he's getting so much better. I think he just acts out to get attention. I think he misses the way you always got him to follow the rules. And look at Maggie! She's turning into such a young lady! She gets more pretty every day. Max is gonna have to get a stick to beat off the boys. Max...Oh, Sarah, I'm so worried about him. He misses you so much. He's really gotten better with the kids. When I first met him, he hardly did anything with them. Now, he's really a hands on dad. Sarah, I think I'm falling in love with him. I can't help it. Please, give me some sort of a sign that it's ok with you. I know you'd want him to be happy. I don't know what I'm gonna do. I'm already in love with your kids. I'll always be there for them, no matter what. I'll never let anyone hurt them...or Max." Fran looks over at the Jeep, where the kids are climbing all over it. "Well, I'd better get the kids to the beach before they tear up my Jeep! Rest well, Sarah. I'll watch over your family." Fran wiped her eyes before returning to the kids. She didn't want them to see that she'd been crying. Her heart ached for what Sarah was missing.

Max was standing behind a large crypt next to Sarah's grave. He'd stepped out of sight when he'd seen Fran's Jeep turn into the cemetery. He pulled out his handkerchief and wiped his eyes. He couldn't believe what he'd just witnessed. This wonderful woman, encouraging his children to remember their mother, while being able to provide her own form of mothering for them. And did he hear her right? She was falling in love with him? He watched her car turn out of the cemetery, and head down the street in the direction of the beaches.

"Sarah, didn't I tell you how wonderful she is? Was Margaret right? DID you send her to us? I'll always love you, my darling, but I'm also having strong feelings for Fran. Could I be falling in love with her, too? Maybe I am, and have just been fighting it because of my love for you, but I think I'm losing the fight. Help me know what to do, Sarah, my love."

He slowly walked back to his car. He had plenty of time to change for the beach and meet everyone for lunch. By the time he got to the beach, the fun was going at full steam. He saw his children playing frisbee with Fran down near the water. He stood and watched for a while, watching how closely she watched them, not letting Grace too close to the water, not letting Brighton wander out too deep. Brighton was starting a water fight, kicking water at Fran. "Not a good idea, son, you're outnumbered!" Max laughed. Too late, the three girls had ganged up on Brighton, and he was soaked. 'Time to lend a hand', he thought. Max jogged down the beach and into the surf to protect his son from the girls. Maggie wasn't much of a threat, so they ganged up on Fran.

"Hey, no fair, I gotta watch Gracie" She was met with a mouthful of water. "You are SO gonna pay for that mista!" She took Grace over to Maggie. "Here, honey, hold on to your sister, Daddy is gettin' wet!" She dove under a wave and grabbed Max by the ankles, flipping him backwards. This sent the children into a hysterical fit of laughter. They laughed even harder when Fran didn't swim away quite fast enough. Max came up out of the water, holding her over his head. He tossed her further out into the waves.

"So, I'm going to pay, am I?" He looked around. Where was she? "Fran?" He hadn't seen her surface, and he was starting to panic. He reached for the children to get them up on the beach so he could try to dive under and find her. When he got them on shore, there, sitting on the blanket was Fran, calmly combing out her hair.


"How did you...are you allright?" Max was out of breath.

"I grew up on this beach. I just swam around behind ya while you were gloating about almost drowning me!" She laughed. He wanted to pick her up and dunk her again. "You didn't scare the kids, did ya?"

Max was speechless. She had him. She'd paid him back without laying a finger on him.

"Who wants to make sand castles?" Fran was opening the mesh sack with all the beach toys.

"Cool! I do!" Brighton was grabbing buckets and running for the wet sand, with Maggie hot on his heels.

Fran opened a small towel for Grace to lie on. "Here sweetie, let me put some more sunscreen on you, then you lie down and get some rest." Fran rubbed the lotion on the child and helped her lie down. She stuck the small umbrella she'd brought in the sand and adjusted it to cover the toddler.

"Brighton! Not so far out, remember?"

"Sorry, Fran!" He moved closer to shore.

She looked at Max. He was lying on his stomach next to her on the blanket, his wet hair curling up. Oh, did he look yummy! "Once they get settled down, we can eat some lunch, ya gettin' hungry?"

He looked into her eyes. "Very".

She reached into the ice chest and pulled out an apple. "Here, start with this."

He started to answer back, but the kids showed up at that second.

"Dad, help us build a castle!" Brighton was carrying two buckets of wet sand. Maggie had sand and water.

Fran pulled out some plastic juice bottles from the ice chest. "Here, kids, drink some juice while ya work. I'll start lunch."

"What's for lunch?" Max peered into the cooler.

"I'm not sure. I gave Niles some ideas, and he was gonna surprise me." She began digging through the cooler. "Mmmmm, this is gonna be GOOD!" She pulled out some croissants, and a seafood salad. "This looks like shrimp, crab, and, oooh, is that..." She took a bite, "it IS! Lobster!" "So, we're having seafood salad sandwiches and, um...vegetables and dip, and fresh fruit!"

"What, no chocolate?" Max was teasing her again.

She held up a small gold box, encased in a ziploc bag. "Always, chocolate! Wanna bite?"

"Maybe after lunch. Do you need some help putting everything together?

"Sure, you put the veggies and fruit on the plates, and I'll make the sandwiches."

Fran quickly assembled the 5 sandwiches, and looked over at Max, neatly, carefully placing the items on the plates. She laughed. "Max, we aren't making works of art. We're feeding three hungry little kids! Finish, up, I'll take them to wash up. Come on, kids" She scooped up Grace and walked the kids over to the showers to wash their hands. When she got back, Max had all the plates ready. Niles couldn't have done a better job. "Oh, now THAT looks almost too good to eat!" She winked at him. "But I'm famished! These kids wear ya out!"

Max took a bite of his sandwich and watched Fran with the kids. "I'd rather think you'd be used to the pace by now, you have been with them 6 months now."

"It has been that long, hasn't it? I just don't usually get them all day."

"There's a remedy for that."

Fran sighed. She really didn't want to get into this again. "Max, I told you, I can't work for you."

"Yes, but you never told me why."

She wanted to take him in her arms and scream 'because I'm falling in love with you, you blind, Brit'. Instead, she just sighed. "Well, we're friends, and you shouldn't work for friends."

"You work for Danny."

"Who said he was my friend?"

"You've known him for 10 years, you've dated him, you mean to tell me you are not friends?"

"Not anymore. If he was my friend, he wouldn't pull the mishegas he does."


She leaned over and whispered , "It means crap!"

He laughed. "Oh!"

"So why do you still work there?"

"I don't know. Comfort? Like an old shoe you don't wanna throw out. And Val's there, I think he only keeps her around cuz I'm there.And I'm afraid of what he might do to her if I left, to get back at me."

"Do to her?"

Fran knew she'd already said too much. "Um, he can be, a little mean sometimes." Understatement of the year.

"Not much of a reason to stay."

"I guess I just need a betta reason to leave." Her lunch was finished, and she pulled off her t shirt, revealing her modest bikini. "Can you keep an eye on the kids for a few min? I wanna try to tan my stomach."

"Of course." He was glad she closed her eyes. He couldn't take his eyes off her. She was breathtaking. Max turned his attention to the children, who had finished their lunch and resumed making castles in the sand. After about 30 minutes, Max realized that Fran had fallen asleep, and she was starting to get a little pink.

"Fran" He rubbed her arm. "Fran, you need to turn over, you're getting pink."

She looked like she was still sleeping. "Thanks, sweetie," she mumbled as she turned over.

"Do you want some lotion on your back, honey?" That might get her attention.

"Uh, huh, thanks." If she noticed, she never let on. He opened the sunscreen and applied it to her back, then decided to take a chance, and rubbed some on her legs as well. He didn't want to stop when he reached her heels. He loved the way she felt in his hands. Yes, he definitely was losing the fight. He was falling for her.

Max sat and finished making the sand castles with Brighton and Maggie while Fran and Grace slept. After a while, he noticed the children were getting pink. "Let's wake the girls up, shall we, I think it's time to head home. You two are getting pink, and if I let you burn, Fran will never let me hear the end of it."

"You'd betta believe it!" He heard the nasal voice coming out from all that brunette hair.

"You're awake. I was just telling the children it was about time to go."

Fran looked at her watch. She couldn't believe she'd slept that long. "Oh, no, I'm probably burned!" She turned to look. No, she wasn't.

"You, uh, don't remember me rubbing the lotion on your back?"

She smiled. "I thought it was a dream." She looked over at Max and winked. She'd felt his hands on her back and legs. It did take him forever to apply that lotion. She tried to supress a giggle.


She busied herself collecting the sand toys, not looking at him. "Nothing. We need to get this stuff picked up and get home. I promised Niles we'd be home in time for dinner, and I know three little kids...and two big ones, that need to shower before dinner."

"How about I take Brighton with me, and you take the girls? We'll see who gets ready faster."

"Oh, yeah, that's fair. You have the sports car and two men. I have the clunky Jeep, and a three girls, one of them a baby. Why don't YOU take Grace and Maggie and I'll take B.?"

"My car's a two seater, Fran. He winked at Brighton. Besides, we need some man time."

"Fine, you MEN can load up the Jeep, then. We'll be waiting! Ladies?" Fran picked up the blankets in one arm, Grace in the other and headed towards the Jeep, leaving the toys and cooler to Fran and Brighton.

By the time Max and Brighton brought the supplies to the Jeep, Fran had the girls strapped in with the top down. As soon as they put their load in the Jeep, Fran waved goodbye. "See you boys at home!" She took off and headed back towards the mansion. Max shook his head. She hated to lose. Unfortunately, Max drove faster, and was already in the shower when Fran and the girls got home.

"How'd he do that? Fran asked Niles.

"He said you'd ask that. He had an enclosed sports car with one child. YOU had a Jeep with the top down, and a toddler. He knew you'd drive more carefully."

She laughed. "He's gettin' to know me pretty well. That's scary." "Is the nanny back yet?"

"No, she's not."

Fran sighed. That woman was useless. Maybe she SHOULD just move in and help with the kids. Max offered to help her financially. NO, she wouldn't, unless it was a last resort. She'd been with Danny all those years and never moved in with him, she'd only known Maxwell 6 months. Although she'd have her own room here. Oh, how did she get herself into these messes? She ran Grace's bath and put her in the warm water with some toys while she brushed out the tangles in her hair. Then she bathed and shampooed the child. Oh, the smell was wonderful. She loved the smell of a baby, even if this baby was almost three! When she was done, Fran wrapped her in a large bathsheet and went to find her some clothes to put on. Maggie came in, fresh from her shower. "Can I help, Fran?"

"Yes, you can watch your sister so I can take my shower. Nanny Evans isn't back yet. Gracie, can you be a good girl for Maggie while I take a bath?" Grace nodded and hugged her. "I won't be long. Daddy ought to be done soon, too. If you need me, I'll leave my door unlocked." She hurried across the hall to get ready for dinner. She quickly showered and shampooed, and was blow drying her hair when she heard the door open.

"Maggie?" She stepped out wrapped in her towel, and was face to face with Max.

"Oh, uh, I was, uh, looking for the children." Max was blushing a deep crimson.

"I left them in Grace's room. Maggie's watching her for me." She adjusted her towel.

"Sorry, I'll go check there." He slowly backed out of the room, never taking his eyes off her.

She smiled as she blew her hair dry and pulled it up. She put on a pair of comfortable cotton pants and a cropped t shirt. She checked out her reflection in the mirror. Ok, this does not scream 'here I am, I want you'. She did not want to push anything he wasn't ready for. But he was certainly sending her signals. Maybe it was just that he was particularly vulnerable this week. She had a feeling they were on a road to a relationship, and she was determined to let him set the pace. She put on a touch of make up and a dab of perfume and headed out to find the children. She heard them downstairs, laughing with their father. This was good. Maybe he was turning the corner. She went down to find them watching a video of the family when Sarah was alive. She didn't want to intrude on this moment, but Max saw her.

"Come join us! The children wanted to watch the videos before you taught them the candle ceremony." He patted the sofa next to him. She sat down, and Grace climbed up in her lap. Max reached over and held her hand, as a tear ran down her face. She laid her head on his shoulder.

"I'm sorry, I just hurt for what all of you are missing, what she's missing."

He kissed the top of her head. "I know."

They finished watching the video, and Fran got up and pulled the Yahrzeit candle off the shelf. She helped Brighton read the prayer, and they lit the candle for their mother. Fran put it on a high shelf so it wouldn't be accidentally put out. The five of them joined in a group hug. Finally, Brighton broke the silence. "We do this every year now, right, Fran?"

"Yes, honey. Every year on her anniversary" Fran looked at Max.

"Fran will remind us to light the candle, son." He smiled at her. She was already so much a part of the family. No matter what happened, she would be in the children's lives.

Niles entered the room and witnessed the family moment. "Sir, Miss Fine, dinner is ready."

"Thank you, Niles." He offered Fran his arm. "Shall we?" Niles stared at his boss. Could it be that he was finding happiness again? Fran had certainly worked miracles on the children, now it seemed she was doing the same with Max.

The next morning Fran got up and put on her day uniform. It was a hot day, and she loved the cool, summery feel of the skirt and tank top. She knew Danny had picked these uniforms, not for the comfort of the waitresses, but for how they looked in them. The first time Danny's hand snaked up her short skirt, she sewed a pair of shorts into it. That fixed him! Some of the girls didn't mind, especially Heather. She got extra tips by wearing her thong under her skirt, and always finding a reason to bend over. Fran shook her head. "Not me!" She pulled her hair up into a pony tail and bounded down the stairs.

"I thought you were getting ready for work." Max was in the living room watching her.

"I am. Oh, that's right, you've never seen the day uniform. It's much cooler. It's like an oven in there by noon!"

"I don't like the idea of you parading around Danny half dressed." He was frowning now. So was Fran.

"What do ya mean YOU don't like it?" What right did he have to tell her how to dress! Wait, was he actually, could he be jealous? "You didn't seem to mind yesterday on the beach. There were plenty of men watching me there, and I had less on than I do now!"

What was he thinking? He had no right to tell her how to dress. No, he didn't mind the way she was almost dressed yesterday. But today, she wasn't going to be by his side, she'd be at work with that, what did she call him? Schmuck! "You're right, I'm sorry. I don't know what I was thinking"

She walked over and took his hand. "Maxwell Sheffield, you almost act like you're jealous!" The look in his eyes told her she was right. "Come have lunch with me today, and you can see that you have NOTHING to be jealous of."

Max swallowed hard. She could see right through him. "Lunch? Yes, I'd love to have lunch with you. What time?"

"Between one and two. I'll make us salads to go and we can take a walk and talk a little." She looked at her watch. "I'd better run, I've got to pick up Val today. Her car is back in the shop." She realized she still had his hand, and he tightened his grip on her, pulling her back gently. "I'll see you at one!" She placed a gentle kiss on his lips. It was just a brush, but it left her knees weak. It was all she could do to make it to the door. Once outside she sat on the stoop for a minute to collect herself.

Max watched her walk out the door and sit down. His feet were glued to the floor. That slight kiss had sent his mind reeling. It was something he'd thought about for months, what her lips would feel like against his. He knew he had to have more. Then he thought about Sarah, and the guilt hit him again. He'd asked her for a sign that it was allright to move on, but he didn't think that kiss was it.

"Daddy, do you love Fran?" Brighton was standing behind him, playing with his game boy.

"Why do you ask that, son?" Where on earth did that question come from?

"It's ok, Dad, we love her, too. She's really helped us since Mom died." Now Maggie was in the room. "We saw you kiss her. So, do you love her?"

"Oh, that, she was just saying goodbye, that's all." The kids looked at each other. Yeah, right, they thought.

"Well, we love her, Dad. We HATE it when she goes back to her mom's house. She belongs here with us!"

"Brighton, she has her own home, her own family, and a job. You can't expect her to be here all the time."

"She LOVES us, Dad! She tells us so all the time! So why can't she stay here and be our mom?"

"Yeah, Dad, mom would want us to be happy, and Fran makes us happy! She makes you happy, too, I know she does. You smile when she's around, and when she goes home, you hide in your office. DO something, Dad. We don't want to lose her!"

Max hugged his oldest children. This had to have been the sign he was looking for. "Well, actually, Fran and I have, well almost a date, this afternoon. I'm going to have lunch with her."

"Cool, Dad!" Brighton gave Max a high five and headed upstairs. Maggie gave her dad another hug.

"Thanks, Dad. I'm glad you're giving Fran a chance. She's been such a good friend, and she talks to us like a mom, without trying to BE mom, you know what I mean?"

"Yes, sweetheart, I know exactly what you mean." He couldn't wait until lunch.

Fran pulled up in front of Val's apartment, and her friend met her at the door. "You're so early! You're NEVER early, what gives?"

"Oh, Val, I kissed him! I don't know what came over me! We were arguing, then I realized he was just being jealous, we were holding hands, he didn't want me to leave, and I just kissed him!"

"Who did you kiss? Danny? He said you two were gettin' back together, that's so cool!"

"Val, what're you stoned? We are SO not gettin' back together! Max! I kissed Max!"

"You kissed Max? What'd he do?"

"He just stood there with a shocked look on his face. Val, I could hardly walk. I just barely kissed him, and I couldn't make it to my car! I hope I didn't scare him off!" "OH, and I gotta see him at lunch! He's coming to have lunch with me, we're supposed to take a walk and talk some. Oh, what am I gonna do?"

"Well, he didn't cancel lunch. Maybe he was as floored as you were. Danny always said you were a good kisser!"

"Would ya g'nug with Danny already? I"m so sick of hearing about him. That's what the fight was about this morning. Max had never seen these uniforms. He didn't like the idea of me being around Danny "half dressed", she put quotation marks around 'half dressed' quoting Max. "He sure didn't mind at the beach yesterday when I was in my bikini around him!"

"He went to the beach with you?"

"Yeah, me and the kids. No, Val, I didn't wear the thong. I had the kids there!"

They were interrupted by the phone ringing. Val came back after a couple of minutes with a shocked look on her face. "Why didn't you tell me? I'm your best friend, and I gotta hear it from Rachel!"

"Hear what?

"That you're sleeping with Max, and you've moved into his house!"

"What? Where did Rachel hear THAT?"

"From Heather, who got it from Nancy, Max's nanny!"

"Val, there's nothing goin' on! I leave a few things in the guest room, the GUEST ROOM, Val! And I've never slept with Max! Why would I be so excited about a little kiss if I'd slept with him?" "I knew that nanny was trouble!" "Well, now I don't have to worry about what to talk to Max about at lunch!" She looked at the wall clock. "We'd better go, I don't wanna be late. Danny's been enough of a schmuck lately without givin' him a reason!"

When they arrived at work, Fran was met by stares from the other waitresses. Well, the word was definitely all over the diner. "Well, surprised you showed up, now that you have a rich boyfriend. What's Danny gonna say?" She ignored them. Oh, hurry lunch time! Mercifully, Danny was on the later shift, she wouldn't have to deal with him for long. At 12:45, she saw the red sports car pull up out front. She rushed into the kitchen to get their salads. "Val, tell him I'll be out in just a minute!" She saw him walk in from the kitchen. So did every female in the place. Blue shorts, blue and white striped polo shirt, those tanned legs. She looked up and smiled at him. 'please smile back, please smile back'. She got her wish. As soon as he saw her, he smiled broadly and waved. She finished putting their lunch together and hurried out.

"Val, I'm out for an hour, finish my tables, will ya. You can keep the tips."

Max slid his arm around her waist as they walked out the door. "Feeling generous today?"

"She won't think I'm so generous when she sees the tips they leave. Those guys make me run back and forth into the kitchen, and usually leave a whole dollar!"

"I can't blame them. It's the way you look in that skirt." Max opened the car door. "I thought we'd drive to the park and eat there, so much nicer than walking in this neighborhood".

She got in and smiled. "So now you like the skirt?"

He loved the way she teased him. "I never said I didn't like it". He got in and sped away to the park.

Once they'd gotten comfortable and eaten their lunch, Fran decided it was time to fill him in on his nanny's latest stunt. "Max, we need to talk about Nanny Evans. There's a problem."

"What, has she done something to hurt the children?"

"Besides calling them spoiled brats? Not that I know of, well, not directly, but this might hurt them if they hear it." She took a deep breath. "Val got a phone call from Rachel at the diner this morning. Apparantly Heather and Nanny Evans have gotten to be friends, and she told Heather that you and I were, well, um. She said that when I stay over, it's NOT in the guest room."

"Are you sure?"

"Yeah, Val was pretty upset about it, well, only that I didn't tell her about it myself. But there's nothing to tell!" Fran now had tears in her eyes. "How could she say such a thing! How could she think that I could, while you were..."

Max took her in his arms while she sobbed. "Well, then, maybe it's time we defined our relationship. You know what's been happening, don't you?" Fran left her head on his shoulder and nodded. She was still crying to hard to speak.

"We've been slowly drifing together over the last few months, and I think we've both been fighting it. Maybe it's time we stopped fighting and see where we end up."

Fran composed herself a bit. "It just makes me so mad that people would think that you would, especially now, and in front of the kids!"

"Don't you worry about me. They're saying the same thing about you."

"Oh, yeah, waitress having affair with rich Broadway producer. In my neighborhood, it's a goal, in your neighborhood, it's a scandal."

He kissed her forehead. "You're still fighting it."

"I've had lots of practice."

"How long?"

Ok, time to come clean with him. "Not long after I fell in love with the kids. I tried so hard to fight it. You were no way ready to even think about anyone else, so I settled on friends. I figured if nothing else, we could always be good friends."

"Which is why you never wanted to work for me. How could I have been so stupid! I thought it was because you didn't want to leave Danny!"

"I told you that wasn't the reason."

"You did. I suppose you were right this morning. I was jealous. You have a past with him."

"And that's what it is...past. I haven't loved him for a long time, we tried to stay friends, but he even messed THAT up. Yet, he insists that we're getting back together!"

"And that's why I don't like you working there. He doesn't seem to know how to take 'no' for an answer."

"He's just not used to hearing it from me. I used to do anything he said when I was younger. Then I started noticing that his 'rules' only applied to me." She looked up and saw his frown. "I'll be ok, really." She ran her fingers gently through his hair. "Such a face! You look like Grace when I tell her no cookies!" They both laughed. She looked at her watch. "I hate to say it, but I gotta get back."

"If you'd just quit, we'd have all afternoon to sit and talk."

He just didn't give up, did he? "We'll talk about that later. Right now, I have to get back so the other girls can eat!"

"Allright, I'll take you back. We'll see you tonight for dinner".

"We?" She climbed into the car.

"I'll bring the kids. They miss you when you're not at the house." "We all miss you."

He pulled up the car in front on the diner. They could see Danny pacing in the kitchen.

"Damn, either I'm late, or he's early." She looked at her watch. "No, he's early."

"Do you want me to come inside?"

"No, I'll see you at dinner." He opened her door. "I'll be fine, honestly!"

"See you around five." He leaned forward and gave her a gentle kiss.

"I'll reserve your table." He was still blocking her way. "Max, I gotta go inside."

"I..." he couldn't find the words.

"I know, me too". neither could she. But they both knew. Fran rubbed his arm and slipped past him. "Drive safely!" She disappeared into the crowded diner. Max jumped back into his car and sped off towards Manhattan. Three hours. He didn't know if he could last three hours without seeing her again.

"Where the hell ya been, baby?" Danny was right behind her.

"I'm NOT your baby, and where I've been hasn't been any of your business for quite some time!"

He gripped her arm roughly. "You been with 'him' haven't you? You couldn't even wait until you got home?"

Fran spun around, pulling away from him. "Oh, this from a man with a cot in his storeroom!" Oh, WHY did she let him get to her like this. "I have to get back to work!" Take a deep breath, Fran, ignore him. Just three hours, and Max and the kids would be sitting in the room. She returned to the tables and focused on her customers. She could make nice with the putz for now.

Before she knew it, she saw Max and the kids come in. Was it 5:00 already? She looked at her watch. 'Boy, time flies when you're havin' fun!' What was SHE doin' here. Nancy walked in and sat down with the Sheffields. Heather waved at her from across the room. Fran walked over and greeted the kids and got everyone's drink orders. She walked into the kitchen where she found Danny fuming. "So, your boyfriend's here again, huh, Frannie?"

"Yeah, so? It's a free country, he can have dinner anywhere he wants. Why he comes here is beyond me!"

Danny walked up behind her and pushed himself against her. "You don't belong with him, baby. Come on, it's always been Danny and Frannie" He put his arms around her waist and pulled her closer, nuzzling the back of her neck. "I miss you, honey."

"Danny, let me go! Get offa me!" She pushed him away. "What the hell you think your doin?" "There IS no Danny and Frannie!"

She tried to walk out of the room and he grabbed her arm. "I just think you forgot how good we were together. Maybeit's time you had a little reminder" He pulled her towards the storeroom.

"No freakin' way, Danny. Let GO of me!" She pulled out of his grasp and backed away from him. Danny took a step forward and slapped her across the face.

"FRAN!!!!" She heard Brighton yell from across the room. Oh, no, he hadn't seen had he?

"I'm tired of you tellin' me no! You're MY girl, and that rich guy ain't gonna take you from me!" "What the hell?" He looked down to find Brighton punching and kicking him. "Why, you little brat!" He pulled back his arm to hit the boy. Fran grabbed him and pulled him behind her.

"Don't you TOUCH him!"

"He's not your kid, Frannie. You wanna kid so bad, baby, I can take care of that."

"B., B., go back to the table, please. I'm ok, honey. Just go back and sit down."

Brighton looked up at her with tears in his eyes. "But he's hurting you!"

She hugged him close. "Just go, please, sweetie. I love you!" Brighton ran back to the table.

"I can't believe you'd hit a little boy!"

He grabbed her again. "Just shut up and come with me." He pulled her towards the store room again.

"LET HER GO!" Max stood in the kitchen door, both hands clenched.

"This doesn't concern you, rich boy."

"The hell it doesn't!" He took a step forward. Fran stepped on Danny's foot and pushed him away, running into Max's waiting arms.

"Yeah, you go with him, Frannie! You'll be back when he gets tired of you."

"The hell she will!" He looked down at Fran, who was now trembling. "By the way, she quits!" "Get your purse, Fran, I'm taking you home." Fran pulled her purse from the shelf. "Let me have the keys to the Jeep." Fran fumbled in her purse and found her keys. Max took the keys to Val. "Will you drive her Jeep back to the house for her? I'll have Niles take you home."

"Sure, no problem. Frannie, are you ok? Wait, lemme get some ice, your lip is bleeding."

"What? Oh, no, I don't want the kids to see me like this!" Max grabbed a napkin and dipped it in water to clean her mouth. Then he kissed her lightly.

"All better."

As he headed back to collect the children, they could hear the nanny.

"Just quit your whining. Your precious Fran got what she deserved. She belongs with Danny, not your father! He only lets her stay around because she can control you little brats!" "It's a good thing your mother isn't around to see how spoiled you've become! But if she'd been a better mother, you'd be better behaved now!" She looked up to see the angry faces of Max and Fran staring at her.

"How DARE you! It's one thing to spread lies about me, but when you attack someone like Sarah Sheffield...what kind of a person ARE you anyway?" Fran gathered the crying children into her arms.

Max finally spoke. "An unemployed one. I've overlooked some of your behavior because you were new on the job. But everything today is totally unexcusable, and you've left me no choice." He handed her a twenty dollar bill. "You can take a cab back to the house to collect your things, I'll arrange for a hotel for you for the night."

Max put his arms around Fran and his children. "Let's go home, shall we?"

"Oh, Max, I can't face Ma like this."

He led her out the door to the limo. "That's not your home." She laid her head on his shoulder and nodded. "We'll go to your parents and pack up your things tomorrow."

As they piled into the limo, Brighton broke the somber mood. "Hey, what about dinner? I'm famished!" Everyone laughed.

"I'll cook dinner when we get, uh, home, B." It sounded strange to refer to the Sheffield mansion as 'home'.

"What about pizza?" Maggie always wanted pizza

"Actually, pizza sounds like the best plan for tonight." Max looked at Fran. "You had a rough day. If you want to cook for the family, you can do it any other day. You rest tonight." He put his arm around her and pulled her to him. "Just rest".

"Wait, does that mean you're gonna live with us, Fran?" Maggie looked hopeful.

"Yeah, sweetie, for now, I guess it does." She closed her eyes. She hoped she was doing the right thing, but right now, she couldn't think.

Dinner was a blur. All she wanted to do was fall into bed and sleep for about a week. She knew Max would try to get her to talk about what happened. She was awakened the following morning by Gracie jumping on her bed.

"Mommie! Up! Eat!" Where was she? She was back at the mansion, but how...oh, yeah, now she remembered. She'd hoped it had been just a bad dream.

"Good morning, angel! You want breakfast?" She got up and put on her robe. "Hang on, sweetie, lemme brush my teeth!" She finished in the bathroom and got Grace dressed. "Come on, let's go find out where everyone else is." As she started down the stairs, she felt a hand on her waist and warm breath on her neck. She jumped.

"Good morning...I didn't mean to startle you!"

"Good morning! I didn't mean to sleep so long!"

"You can sleep as long as you like!"

Fran looked at Gracie jumping up and down next to her. "Yeah, sure I can!" She laughed. "Somebody's hungry!" "I'm comin' honey, let's go eat"

Grace was still jumping "Eat, eat, eat!"

Max walked the girls to the dining room. "How are you feeling this morning?"

Fran touched her lip. "Better, at least I don't have a black eye, just a little headache. I'm so glad you were there last night."

"So am I. I hate to think about what might have happened." Fran shivered. She knew what would have happened.

Maggie and Brighton came into the room, interrupting the conversation. "Morning, Dad! Morning, Fran!"

Fran looked around the room. Everything felt so normal, so natural. Don't rush it, Fran.

The next two months flew by. Fran and Max got closer every day, and shared parenting duties. Fran made sure it was understood she was NOT the nanny, and refused when Max offered to pay her. "Max, it's bad enough that I'm living here for free, eating for free, you gave me a credit card...I'm feeling like a kept woman!" She giggled.

One day while Max was working in his office, Fran came in and sat on the corner of his desk. "Ya know, we have a birthday in a couple weeks, we should start planning a party."

Max had found out from Sylvia that Fran's birthday was at the end of the month, so she couldn't mean hers. He had to think..GRACE! "Yes, you're right, Grace turns three on the 16th, doesn't she?" Nice save, Max!

"I was thinkin' we could invite some of the neighborhood kids, and Ma and Daddy, and Yetta and Val."

Max handed her his platinum card. "Whatever you plan is fine with me." He had his hands full planning Fran's surprise party.

She looked down and pouted at him "You don't wanna help me plan your daughter's party?"

"Fran, I've got my hands full with this new play, you're her..."

"What?" Oh, he was NOT gonna say nanny!

He stood up and put his arms around her waist. "I was going to say mother, I'm so sorry, Fran."

She put her head on his chest. "I'll take care of the party. I'm sorry, too. I know you're working hard right now."

C.C. walked in at that moment. "I see you're working hard, Maxwell" When are you going to start working again, Miss Fine?"

"Fran has a birthday party to plan. Just remember to keep it simple, she's only three!" She gave him a quick kiss.

"Don't worry, simple is my middle name!" Somehow, he doubted that.

The party was perfect. Fran went to the neighbors and invited several other children around Grace's age. Grace was not comfortable around children her own age, as a rule, but having them in her home, she had a good time. Fran approached Max with the idea of putting her in pre-school a couple of days a week, to improve her socializations skills with people her age. To her surprise, Max agreed with her. Grace wasn't happy at first, but quickly began to look forward to it, as Fran reminded her she was now a big girl like Maggie.

Two weeks later, it was time for Max's big surprise party for Fran. Sylvia had managed to keep her mouth shut, and Fran had no idea. Max arranged for Sylvia to take Fran shopping on her birthday, to get her out of the house long enough to have the cake delivered and get the guests in place. Fran walked through the front door just after dark, and found the house quiet.

"Niles? Max? Kids?" Where was everyone?

"SURPRISE!!!" The lights came on in the living room and her friends and family jumped out.

Max walked up and put his arms around Fran's waist. "Surprised? Happy birthday!" He gave her a quick kiss and led her into the living room. She was in shock.

"How did you know? I thought you were too busy with your play to notice!"

"I asked your mother, she was in on it! And I'm not too busy for you."

She threw her arms around his neck. "Thank you so much! Nobody's ever done anything like this for me!" He kissed her again.

"My pleasure!"

Fran opens her gifts, and is thrilled to see that Max helped the kids make homemade gifts for her. She notices that he keeps moving a small box away from her, so she'll open it last. When she finally gets to it, she sees it's from Max.

"Oh, Max, it's beautiful!" She shows everyone a beautiful three stone sapphire ring, with two diamonds. He takes it out of the box and slips it on her finger.

He explains the ring quietly to her. "The sapphires represent the children, and the diamonds for us. It's our future". He hugged her tightly as she started to cry.

Sylvia watches with glee and nudges her sister in law. "Frieda, I smell a wedding!"

After the party was over and all the guests left, Fran and Max were helping Niles clean up. They are alone in the kitchen and Fran is still admiring her ring. "Max, it's the most beautiful thing I've ever seen!"

Max takes her in his arms. "I think YOU are the most beautiful thing I've ever seen." "Fran, you've come to mean so much to all of us...to me. I..." Max leaned down to kiss her, and she responded passionately. She couldn't hide her feelings any longer. When they broke the kiss, he looked into her eyes breathlessly. "I love you". He pressed his mouth against hers again, parting her willing lips with his tongue. His hands roamed her body, pulling her closer to him. Her knees were going, she had to stop. She put her forehead against his chest to compose herself, then looked up into his eyes.

"I love you, too, Maxwell" He lifted her up in his arms and carried her to her bedroom, depositing her on the bed. He sat down next to her and began applying kisses to her neck.


He stopped and looked into her eyes. He knew what she was going to say. The children were right next door.

"I know." He buried his face in her neck, and she held him tight. "Soon". She nodded. She wanted this man so badly.

He didn't want to let her go. He'd denied his feelings for months, and now, he knew she was his. He looked down at her, and gently stroked her cheek. "Get some sleep. I'll see you in the morning." He kissed her again. " I love you".

"Good night. I love you, Max!" She didn't want him to leave. He got up slowly and held onto the doorframe for a moment before closing the door behind him.

Fran stared at the ceiling. He loved her. He really loved her. She looked at her ring. He'd put in on her left hand. Don't get excited, Fran, it doesn't mean anything. She got up and put on her pajamas, turned back her covers, and fell into bed. Sleep didn't come easy that night. She tossed and turned for a while, then got up and checked on the kids. Grace had turned upside down in her bed, and teddy had fallen on the floor. She replaced teddy on the pillow and gently moved the little girl back to the head of her bed. She tucked them both in and kissed her on the head. She moved on to the other kids, and found Maggie's reading light on, and a book on her chest. She'd fallen asleep reading again. She found Brighton surrounded by toys. He'd gotten up and decided to play. Fran took the toys off his bed and put them back in the toybox. She sighed...she actually felt like the nanny...or a mom. She sure loved these kids as if they were her own. She padded back to her room and collapsed on her bed. She fell asleep thinking about what she was going to do for Brighton's birthday in a couple of weeks. The last thought that crossed her mind was to remind Max.

Fran awoke with a smile on her face. She'd had the most wonderful dream. Maxwell had told her he loved her. Wait, it wasn't a dream, was it? He told her, and then they'd come close to making love. If they'd only been in HIS room, further away from the kids! She looked at the clock. That couldn't be right! Had she really slept until 10:00? Where were the kids? It was Monday. Had they left for school? She bounded out of bed and into the bathroom to brush her teeth. She grabbed her robe and ran downstairs.

"Max?" "Niles?"

Max came out of his office. "Good morning, darling!" He took her in his arms. "Sleep well?"

"Yes. Where are the kids?"

"At school. They've been gone a couple of hours"

"Why didn't you wake me up? Why didn't THEY wake me up?"

"I heard you up walking around late last night, I thought I'd let you sleep in. I told the children if they let you sleep, we'd do something special with them tonight."

She looked up at him and pouted. "You know I hate for them to leave without telling them goodbye."

"I know, but I thought you needed to sleep. Now you have a whole day to yourself. What do you want to do today?"

"Well, I think I'm gonna head upstairs and take a shower. I'm still not quite awake. Then maybe an early lunch, since I missed breakfast." "Then, if I'm still tired, maybe a nap before Grace gets home from school". "OH, and we have to talk about Brighton's birthday party. He wants a 'man party' this year."

"What's a 'man party'?"

"I don't know, I was hoping YOU knew. Maybe we can bbq some Franburgers, you know how he loves those."

"Are you ever going to tell me what's IN a Franburger?"

"Just the usual stuff, but the burger has bacon on it...avocado...and onion rings...but the secret is in the meat seasoning."

"Avocado?" Max made a face. "And you think a bunch of seven year old boys will like this?

"Trust me, they'll like anything we bbq for them. Maybe throw some corn on the cob on the grill, and we can have a sundae bar. You know how B likes a sundae bar!"

"Well, I guess you'd better get a guest list from Brighton, then. His birthday's getting close, what is it the 16th?"

"No, that's Grace. His is the 19th, Daddy!"

"I think next year we'll just do one party for all three of you, since your birthdays are all so close!"

"Sure, and one party around March 1 for you and Maggie!"

"Maggie! Oh, no. I think I forgot her birthday this year."

Took him long enough to remember! "No, ya didn't."

"I don't remember having a party for her!"

"That's because YOU were in Connecticut with C.C.! The party was lovely. We had it at McConnell's. I'll show you the pictures. She had a couple of girls from school, Ma, Val, Yetta, Nay and the girls. You bought her a lovely dress with matching headband."

"How...you.." Max just stared at her. "You'd only known her a couple of months, and you did all that for me?"

"I didn't do it for YOU mista! I'm still upset with you for that one! Her first birthday without her mother, and her daddy takes off and forgets her. Now, SHE doesn't know you forgot, and she's not gonna know. You're just gonna make it up to her next birthday with a huge party!"

Max sat on the sofa in shock. Every time he thought he had this woman figured out, she'd do something that totally amazed him. He reached out and grabbed her hand, and pulled her into his lap. "You are amazing, you know that? Thank you. I really don't know what I'd have done if you hadn't come into our lives."

"You woulda just kept messin' up." She smiled at him Oh, he was just so adorable! She planted a kiss on his lips and wiggled out of his lap."Now, I'm gonna go shower so I can have lunch. I'm starvin'!" "Get back to work, before C.C. comes out here with her whip!" She hurried up the stairs and into her shower. She let the hot water run over her for quite some time, hoping it would wake her up.

After she'd showered and dried her hair, she slipped into a pair of light sweat pants and pulled on a loose fitting crop t shirt. After curling her hair, she pulled it up off her face and applied some light makeup. "You still look like you neva slept last night!" She went downstairs and made herself a sandwich, then decided to make one for Max, too. She wasn't in the mood to help C.C., she'd let Niles deal with her. She put Max's sandwich on a tray, and added a plate of cookies and a glass of iced tea.

"What's this? You're going to put me out of a job, Miss Fine!"

"Oh, Niles, I just want to spoil him a little. I left Ms. Babcock's lunch to you. I know how you like to add your 'special touches' for her!"

He looked at the sandwich on the table. "What about your lunch, aren't you going to eat with him?"

"No, he's busy. I'm just going to take him the tray and come in and eat with you. I'll see him tonight. He's got something planned for us to do with the kids. He bribed them to keep quiet so I could sleep in. Isn't that sweet?"

"Yes, I couldn't believe what got into him this morning! He got up, got the children up and dressed. I don't think I've ever seen him take care of the children. He always left it to Sarah or the nannies. Or me. Did I miss something last night?"

Fran looked down at her new ring. "No, not really. Did you see what he gave me for my birthday?"

"Yes, he showed it to me when he brought it home. It's beautiful! But that can't be what got you both into such good moods."

Fran grinned at him. "You are becoming such a yenta, Niles! Let me get this tray into him before he starts screamin' at you." She grabbed the tray and hurried off to the office.

"I hate being out of the loop!" Niles muttered to himself. He'd have to make sure all the intercoms were in good working order. He sensed something big was brewing, and he didn't want to miss it.

"Here's your lunch, honey!" Fran entered the office with Max's tray. "I know you're busy, so I'm not gonna stay. I was just makin' my lunch, and I knew you wouldn't stop to eat, so I made you a sandwich, too."

"Mmm, thank you, sweetheart! That was very thoughtful of you! You're right, we are busy, and I probably would have worked right through."

"Niles is making your lunch, C.C., I wasn't sure what you liked to eat, and he said he'd take care of it for you."

Oh, why was this woman always so nice to her. She made it so hard to try to dislike her! "Thank you, Fran." She forced a smile.

Fran leaned down and gave Max a kiss on the head before heading out of the office. "Anytime!" She headed back into the kitchen. "Ya know, Niles, I think I'm gonna take my sandwich up to my room. I'm still tired, I think I'll read a bit, and maybe take a nap before Gracie gets home. Make sure I'm awake before she gets home?"

"I'll wake you about 20 minutes before her bus gets here, give you a chance to wake up."

"Thanks, Niles!" She grabbed her plate and bounced up the stairs.

About an hour later, Max came into the kitchen looking for Fran. "Niles, do you know where Fran is?"

"Yes, sir, she was feeling a bit tired, so she took her lunch in her room. She said she was going to read and then try to take a nap. I'm supposed to wake her before Miss Grace's bus arrives."

"I think I'd better go check on her. I don't think she's been sleeping well at night."

"Yes, I heard her checking on the children late last night, must have been close to two in the morning."

"Is that what she was doing? I heard her footsteps in the hallway".

"She gets up and checks them every night before she goes to sleep, sir."

"Really, I had no idea." He added quietly, almost to himself, "She's going to make a wonderful mother."

He headed up the back stairs towards Fran's room. As he got closer, he heard what sounded like crying coming from her room. It was clear she was having a nightmare.

"No, no Danny, don't! Stop, I don't love you! No! NO! Let me GO!"

Max ran to her room and opened the door. Fran was thrashing around in bed, fighting off an unseen attacker.

"Fran, Fran, darling, wake up." He held her arms and shook her gently.

"No, don't touch me!!" She tried to push him away. What he was hearing almost broke his heart.

"Fran, sweetheart, it's me. It's allright, I'm here, you're safe!"

She opened her eyes and focused on the man sitting on her bed. "Oh, MAX!" She threw her arms around his next and held tight.

"It's allright, it was just a dream, it's over. No one's ever going to hurt you again."

"I was back at the diner, it was the night I quit, except, you weren't there, and he tried to..he.."

Max held her close. What had that man done to her? He never wanted to kill anyone in his life, but right now, if Danny Imperiali walked through the door, he could kill him with his bare hands. "It's allright, I'll always be there, no one will ever hurt you."

She nuzzled his neck. "I love you"

"Oh, Fran, I love you" He wanted nothing but to erase the painful memory from her mind. He began to caress her, running his hands down her back, around her hips. She pushed her body into his, exploring his body with her hands. He leaned her back on her bed and laid down beside her, looking into her eyes. He couldn't think, his body was now in control, and his body wanted hers. He began kissing her neck, her face, he found her mouth and thrust his tongue in to meet hers. He shifted his body, moving on top of her, she opened her legs and he let his hand travel down her body, touching her through her pants. She pushed her hips up to meet his hand. She could feel his abundant arousal pressing into her thigh. He moved his hands back up her body and lifted her shirt. He easily unhooked her bra, exposing her breasts to him. He pulled the shirt gently over her head, and tossed it aside. She was working his buttons, trying to get his shirt off. She desperately wanted to feel his skin against hers.

He moved his lips down her neck and chest until they found her breasts. He circled each one with is tongue, teasing and caressing them. As he finally took one in his mouth, she let out a small moan, which drove him into a further frenzy. He slid her sweatpants down her legs, leaving her in a lace thong. He ran his mouth along the insides of her thighs until he reached her thong. He traced the outline with his tongue. She moved under him encouraging him to do more. He moved back up her body and began to work on her chest and neck again. She clung tightly to him, wrapping her legs around him.

He whispered into her ear. "Are you sure?"

She couldn't talk, she just nodded. He pulled back and looked into her eyes. All he saw was love. She swallowed hard, trying to find her voice. "Maxwell." She reached down and began unbuckling his belt and unzipping his pants. She'd never wanted anyone as much as she wanted this man right now. Max kicked the pants down his legs. There was now nothing separating them but the thin layer of their underwear. He reached down and slips his hand into her panties, he begins to massage slowly, causing her to moan and grind against him. His mouth again found her breast, as he took it into his mouth, she began to moan louder and push her hips against him. "Max..oh, MAX!!!" She felt herself slip over the edge. She couldn't believe she was feeling like this. No one had ever made her feel this way. She reached down for his underwear, and ran her fingers under the waistband, then slowly pulled them over his hips. Max slid them down his legs and kicked them to one side, then slowly removed her thong.

"Fran, you are so beautiful. I love you so much"

I love you, please Max, make love to me." He didn't need to be asked twice, he kissed her gently, then slowly slid inside her. She wrapped her legs around his waist and pushed up against him pressing him deeper inside her. He wasn't sure how long he'd be able to hold out, and was thrilled to see her climax a second time. This was all he needed to see, and he exploded into her, crying out her name. They laid clinging breathlessly to one another. Max finally rolled over on his side, pulling her to him. Neither one of them knew what to say. It had been so long since either of them had been with anyone. Max closed his eyes. He was trying not to think of his late wife..not now. Fran seemed to sense this and gently kissed his forehead.

"Are you ok, Max?" His eyelids fluttered open and he started into her beautiful brown eyes. He kissed her, then smiled.

"Yes, my darling, everything's fine."

"You just looked like...maybe we should have waited..." Fran ran her fingers through his thick dark hair.

"No, I don't think I could have waited much longer. This was inevitable, you know. Since the first time I saw you, I knew it was only a matter of time."

She smiled broadly at him. "You mean to tell me we wasted 10 months?" She giggled. "I don't think either one of us was really ready before, not emotionally anyway." "But, Max, we can't, I mean, the children..."

"I know, I'd love nothing more than to move you into my room right now, but you're right. We need to be careful."

"Speakin' of careful, did you happen to think about the intercom?"

"No....he wouldn't...would he?"

Fran giggled again. "I hope not!" She looked at he clock. "Oy, I need to get cleaned up, Gracie will be home in a few minutes...and I told Niles to come and wake me up!"

About that time there was a knock on the door. "Miss Fine, are you awake yet?"

Fran's eyes grew wide. She whispered to Max , "I bet you didn't lock the door, either, did ya?" She grabbed her robe and threw it on. "Get in the bathroom, quick!" Max hurried into the bathroom, just as the door opened quietly. "Oh, uh, hi, Niles, I'm up, thanks. I'll take a quick shower and be right downstairs"

Niles looked quickly around the room. He saw men's trousers, a man's shirt, and men's underwear on the floor, along with Fran's sweats and underwear. He smiled at her. "Everything allright?"

Fran walked over to the door to usher her friend out. "Everything's perfect, Niles, thanks. I just need to hurry so I'll be ready when Gracie get's home from school"

He looked her in the eye. "Yes, you'll need to be downstairs when Miss Grace arrives, as I can't seem to find Mr. Sheffield anywhere, and I'm off to the market."

Fran looked into his blue eyes. "Thank you, Niles!" She gave him a gentle push and shut the door behind him. "OY!"

Once outside, Niles gave a quick glace to the heavens. "Thank you!" He'd actually had the intercom on, but turned it off when it was obvious what Fran and his boss were getting ready to do.

Fran opened the bathroom door. "Ok, he's gone, but I think he saw your clothes!" She looked at him seductively. "Wanna help me shower?"

He reached over and pulled off her robe. "I thought you'd never ask".

She put her hand on his chest. "Now, Grace will be home in 20 minutes...and since Niles can't find Mr. Sheffield, I have to be there when her bus gets here...got it?"

He reached in and turned on the water. "Then you'd better quit talking and get in the shower, then". He pulled her into the lukewarm water, and they made love a second time, quickly, but with just as much passion. Max pulled out a large bathsheet and dried her off. "See, you have 5 minutes to spare".

She looked at him and stuck out her tongue. "It'll take me that long to get dressed!" She grabbed a pair of shorts and a t shirt, and pulled her hair on top of her head. "Oh, don't I look just great!"

He took her into his arms. "You look beautiful!"

She playfully slapped his chest. "You'd betta get dressed, Mista!" She gave him a passionate kiss before heading for the door. "No one's ever made me feel like you do. I love you Maxwell Sheffield!" She rushed downstairs to meet 'her' baby's bus.

Max sat on her bed and started to get dressed. He tried to think of the exact time he'd fallen in love with Fran. It was like they'd been together as a couple the whole time. He knew he loved her, and now, he couldn't see his life without her. She'd truly become a mother to his children, without taking away from Sarah. She held no jealousy towards Sarah, not with the children, and not with him. Yes, this was the woman he was meant to spend the rest of his life with, he was sure of it. He started down the stairs, and he saw his two girls sitting on the sofa.

"Daddy, see?" Grace was holding up her newest art work. She'd only been in preschool a couple of weeks, but he could see the change already. Once again, Fran had been right.

"That's beautiful, sweetheart!" He looked at the picture. It looked like their family.

Grace started explaining the picture to him. She pointed to each person.

"Daddy, Mommy, Maggie, B, Gracie" then she pointed to a person in the background of her picture. "Mommy angel". She smiled at Fran, "Right, Mommy?"

Fran hugged the child. "Yes, sweetie, your mommy is your guardian angel."

Max reached out and stroked Fran's arm. "You told her that?"

Fran nodded. "It's hard to explain heaven to a three year old, we were watching TV, and she saw an angel on a commercial, and I used that to explain it to her. Now she knows Sarah is always here with her"

"Have I told you lately just how much I love you?"

Fran leaned over and kissed him on the cheek. "Not in the last, oh, ten minutes!" She got up and took Grace by the hand. "I think I'd better fix this one a snack and get her napping before her brother and sister get home. Come on, sweetie, let's go to the kitchen."

Max watched them go out of the room. He walked into his office and looked at a picture of Sarah. "Did you see that, Sarah? Every day she amazes me more. She's made us a family again. See how much she loves our children? She came into our lives as a friend, and, somewhere along the line, we fell in love with each other. I hope you can understand, I think it's time for me to move on with my life...with Fran. I wish I could get a sign from you that you approve. I love you my darling, and I always will. Goodbye, Sarah." He put the picture in his desk and wiped the tears from his eyes.

He walked into the kitchen and found Grace munching on a peanut butter sandwich and some grapes. Fran was taping Grace's artwork to the refrigerator.

"What are you two girls up to?"

"Hi, Daddy!"

He reached down and picked up his daughter and held her close. "I love you!"

"Love you, Daddy!" She gave him a peanut butter kiss. "Kiss mommy!"

Max smiled. He couldn't resist sharing the peanut butter. He carried Grace over to the refrigerator and kissed Fran. She licked her lips.

"Mmmm! Peanut butter!" She kissed Gracie on the cheek. "Are you done eating, angel?"

Grace nodded and wiggled out of her father's arms. "Wanna read!!" She grabbed Fran by the hand and pulled her towards the stairs.

"Well, I guess I'm going back to bed!" She winked at Max. "I'll be down after she falls asleep".

He watched them ascend the stairs, and heard them giggling as the ran down the hall to Grace's room. Then he headed for his office to get some business done. After about 30 minutes, he realized Fran hadn't come downstairs. He climbed the back stairs to check on her, and found her sound asleep in Grace's bed, the child wrapped in her arms. He removed the book from the bed and carefully woke her, taking care not to wake Gracie. They tiptoed into the hall and closed the door.

"I guess I was more tired than I thought!" I don't think I even finished the book this time!"

"You looked so beautiful holding her!" He took her face in his hands and kissed her gently. "I didn't want to move you, but I know you like to be there when Brighton and Margaret get home."

She nodded. "Yes, I do. Why, what time is it?"

"Almost three. They'll be home any minute."

She grabbed his hand. "Well, come on, then, Daddy, you hug one, I'll take the other one!"

They hurried down the stairs into the living room. They had no sooner sat down, when the front door burst open.

"Fran, FRAN!!!"

Max looked at her. "They don't call for me anymore." He had a sad puppy dog look on his face.

"In here, kids!" Fran slapped Max playfully on the arm and yelled to the kids. "And quiet, you'll wake your sister!"

"Hi, Daddy!" Maggie ran and kissed her father. "You're not working today?"

He pulled his oldest daughter into his lap. "I was working, but I took a break to see how your day was."

The two children exchanged confused glances. He hadn't done this in a long time.

"What's wrong?" Maggie looked worriedly at Fran.

"Nothing's wrong. Can't a father simply greet his children?"

Brighton looked at his father. "Yeah, they can. YOU don't!"

"Brighton!" Fran didn't want them to start an argument

Max moved Maggie off his lap and called for his son. "It's ok, Fran. Come here, Brighton."

Brighton moved slowly to his father, sure he was in trouble.

"I have been neglecting you children lately, but that's stopping right now. I promised you something special tonight, so what will it be? Do you want to go out to dinner, go to a movie, you name it."

Brighton looked from his father to Fran. "Well, can we order Chinese and watch a movie together right here? Maybe play a game first?"

Max smiled. Fran had taught them well. "Anything you want, son!"


Max looked at Fran. "So, what do we do first?"

"Well, first, YOU take these two kids to the video store to pick out a movie for tonight, then they'll come home and do their homework. When Grace wakes up, we'll call Fung Lum's and order dinner. While we're waitin' for it, we'll play a game or two. Then when dinner gets here, we'll eat in front of the TV and watch the movie. Oh, it's two for one tonight...so while you're at it, a romance might be nice for after the kids go to bed"

"The video store? I don't know the first thing about...."

"So you'll learn." She pulled a card from her purse. "Here's the membership card, the kids know what section to pick from. As for the other movie...ask one of the girls there. Tell her it's for me, they'll know."

"And what will YOU be doing while we're at the video store?"

"My hair's still wet, I had to take a late shower this afternoon."

Max decided to quit while he was ahead. He'd learned to sense when he'd lost a discussion with her. After Max and the kids left for the video store, Fran went upstairs to check on Gracie, then went to dry her hair. She quickly put in in rollers, so she'd have some soft curls by the time Max returned. Just as she finished pulling the rollers from her hair, she heard a rustling behind her, and turned to find Grace and her teddy bear.

"Hi, sweetie! All done with your nap?"

The child nodded and tried to climb into Fran's lap. Fran reached down and picked her up to cuddle her. She held Grace with one arm, and freshened her make up with the other. She was getting too good at this 'mommie' stuff. She just hoped it lasted. Nothing good had ever lasted in her life. She hugged the toddler. "I love you, my angel!"

"Love you, Mommie!" Gracie threw her arms around Fran's neck and squeezed tightly. Fran couldn't believe how quickly the baby she knew 10 months ago had grown into a little girl. Fran brushed the child's hair and pulled it back with a clip.

"There ya go, good as new. Ready to go downstairs and wait for Daddy? He went to the video store to get a movie for tonight!"

"YAY!" That girl loved to watch movies. Just as they got downstairs, Max came through the front door with the other two children.

"You OWE me. Do you know what those two are like in the video store? They can't decide on one movie, Brighton runs all over the store..." Max put his hand up to his temple.

Fran looked at the older children. "I can't believe you did that to your father. You both know better than that!" She looked at Max. "Oh, sweetie, come one, let me fix you a drink, and I'll call for dinner." She led him over to the couch and poured him a drink. "Here, you drink this," she looked at the kids, "and you two, quietly decide on what game we're playin. If I hear one word of argument, I'M pickin' the game, got it?"

"Yes, ma'am." Maggie and Brighton walked over to the closet and started looking at games.

"How do you do that?"


"Control them"

Fran smiled. "Ya see, that's where we're different. I see them act up, I let them know right away I won't stand for it. YOU, on the other hand, just let it go until you just can't take it anymore. By that time, they know they've got you." "What's everyone want from Fung Lum's?"




Fran shook her head. "The family meal it is! We'll get a little of everything."

The family had a wonderful evening, and after the kids went to sleep, Fran and Max got some cuddle time on the sofa watching "The Way We Were". They headed up to bed hand in hand. When they got to Max's door, he stopped.

"I wish you were staying in here." He took her in his arms.

"Max, you know we can't, one of the kids might wake up and find us."

"We'll have to find some time to be alone when the kids are in school. Tell me again why Grace only goes to school 3 days a week?"

Fran laughed. "Because YOU wouldn't let her go 5! It was all I could do to get you to move up to 3!"

She was right again. He hated it when she was right. He walked her down the hall to her room, and opened her door.

"Aren't you gonna come in and check under the bed for monsters?" She grinned at him as she walked into her room. He followed her and closed the door behind them.

Before she could turn around, Max's arms were around her waist, and he was nibbling on her ear. "I love you." She could feel his hot breath on her neck. She turned to face him.

"I love you, too, Maxwell". She brought her mouth up to meet his. He pushed her lips apart with his tongue and kissed her deeply. She felt her legs giving way, and he lowered her to the bed. "Max, this probably isn't a good idea" Much longer and neither one of them would be able to stop.

He laid her back on the bed and began caressing her body, applying gentle kisses to her mouth and neck. "I know, we need to stop". His mind was not in control, his body was on autopilot.

"Max, we can't. The kids will wake up!" She didn't want him to stop. He came back to his senses and realized where he was. Right next door to his ten year old daughter. He looked down at Fran and kissed her gently.

"I don't want to leave you."

"I don't want you to leave." She ran her fingers through his thick dark hair.

Max kissed again and got up from the bed. "I'll see you in the morning. Do you want to get up with the children?"

"Yes, I have Brighton's birthday party invitations ready, I have to make sure he takes them to his teacher"

"I'll wake you up at 6" She wrinkled her nose at him. "Allright, 7! I love you, Fran"

"I love you, Max! Night!"

He slowly left the room and walked down the hall. It seemed so wrong, sleeping in separate rooms. She felt like his wife. She acted like his wife. Maybe it was time she WAS his wife. He changed into his pajamas and climbed into bed. Yes, she definitely belonged in here with him. He drifted off into a restful sleep, dreaming of their future.

The next three weeks went by quickly. Max was extremely busy with his new play, much to C.C.'s delight. He didn't have a lot of time to spend with Fran or the children. By the time Brighton's birthday rolled around, Fran had to beg him to help out.

"Max, you promised to help me with this!"

"Can't you work the bbq? I've really got a lot of work to do, Fran!"

She glared at him. Time to whip out the guilt. "Ok, I understand. I'll take lots of pictures like I did at Maggie's birthday party. Then you can explain to your children why you don't mind paying for the parties, you just don't like to attend!" She stormed out of the office, slamming the door.

Max knew he was in deep trouble. She'd let him neglect her, but never the kids. He called C.C. and told her not to come into work, and then went to find Fran. He found her sitting in the kitchen with all the party favors and decorations, crying. This wasn't good, he'd only seen her cry once before.

"Fran, I'm sorry. I've cancelled work for the day, please don't cry."

"I don't know what's wrong with me. It's not that big of a deal, really, I can handle the party, and it's not like your out of town this time, you're right here, I know you'll give in and come to your son's party." She sobbed harder into her handkerchief.

His heart was breaking, he couldn't stand to see her like this. He walked over and took her in his arms, rocking her gently. "I think maybe you've been working too hard, planning this party, sewing the Halloween costumes, you're just not getting enough rest. Why don't you go upstairs and lie down for a bit, and Niles and I will put up these decorations. How's that sound? I'll get you up in an hour?" She nodded quietly. He led her upstairs and laid her on her bed, covering her with a blanket. "Try to sleep. Don't worry, I'll take care of everything". She looked like a sad little girl.

"Thank you. I love you."

"I love you, too, sweetheart!" He leaned down and kissed her forehead, and headed back downstairs, where he found Niles staring at the mess in the kitchen.

"Niles, can you help me put up the decorations for Brighton's party?" "I just sent Fran up to take a nap, she seemed tired".

"Sir, she's been like this for two weeks, hadn't you noticed? She's been getting up with the children, napping during the day, going to bed right after they fall asleep at night"

"No, I hadn't noticed, Niles. I've been so wrapped up in this bloody play, I haven't had time for anything else." "She's worked so hard on this party, I cancelled work today to help her. I have to wake her in an hour so she can finish getting ready for the guests. Do you know how many are coming?"

"She said something about seven boys from school. She didn't want too many seven year olds running around the house."

Max laughed. She was so good with his three children, but picturing her with a mob of them, well he wasn't going to be much better.

The party went extremely well, the Franburgers were a huge hit with the boys. Brighton was the best behaved boy at the party, much to his father's surprise.

Halloween came and went. The kids trick or treated in Morty and Sylvia's building, and Fran showed them how to hide their candy from her mother. Thanksgiving was approaching, and Max wanted to have a big family celebration. He invited Morty, Sylvia, Yetta, and even Val, who's parents were going on a cruise for the holiday. Barry, Nadine, and the girls were invited to come by for dessert. Niles and Fran prepared a huge feast, there were going to be leftovers for days, even after packing food to send home with the Fines.

The whole family was gathered around the table at dessert, and Max volunteered to help Niles with the pie. "You sit, darling, you've done quite a lot today". He sat Fran back down in her seat and hurried off into the kitchen. As he came out with a tray of pie slices, Max addressed the table.

"As you all know, I lost my wife, Sarah, last year, the children lost their mother. We didn't celebrate this holiday last year, because we weren't feeling very thankful. Well, this year something happened to change that. Last January, our guardian angel put my children in the hands of a wonderful woman, who taught them to love again. Taught me to love again. She's helped us through this last year. She's been patient, supportive, and loving. She's been like a mother to my children, even when I wasn't able to be a father. I don't know what we would have done if Fran hadn't come into our lives, but I DO know we never want to let her go." Max turned around and placed something on the top of the last piece of pie, and set it in front of Fran.

"Fran Fine, will you marry me?"

Sylvia dropped her fork and the children cheered. Fran was stunned. She looked up at Max with tears in her eyes. He dropped down on one knee, and removed the ring from her pie, and placed it on her finger. "I love you, Fran, please say you'll be my wife".

Fran fell into his arms. "Yes, Max, oh, yes!"

The sound of a champagne cork popping came from the kitchen. Niles entered the room and poured for a toast to the happy couple. He couldn't wait for Babcock to find out! The rest of the day all everyone could talk about was the wedding plans. Max wanted it as soon as possible. Nadine offered to cater it as her gift to her sister. The children were thrilled to be getting another mother.

"This means we have two moms now, right?"

Fran smiled at Brighton. "Yes, honey, you'll always have your real mother" she hugged him tight, "and you'll always have me."

Chanukah was quickly approaching, and as December arrived, so did the flu bug. Max was grateful to be stuck working so much, as the bug missed him. All three children and Fran were ill, and it seemed to hang on a little longer with Fran and Grace.

"Max, I gotta shake this, it's been a week already, Chanukah starts in 4 days!"

"I'm calling the doctor and see if I can't get you two in to see if they can do anything to make you both feel better." It was Friday, and there were no appointments until the following Tuesday morning. The first day of Chanukah. Fran was beside herself.

"But, Max, it's our first holiday as a family, I don't want to go schlepping off to the doctor!"

"No buts, darling. I want you and Grace well. You haven't been one hundred percent since before Brighton's birthday. No wonder you got sick."

"Explain Gracie, then"

"She's the baby, you spend so much time with her, snuggling, reading, playing. I really think it's time we put her in school 5 days a week."

"Max, you can't take my baby away! I LIKE having her home all to myself those two days!"

Max had to laugh...just a month ago, it was HIM who didn't want his baby in school, now it was her mommie.

Fran spent the next few days in bed, still feeling the effects of the flu, although Grace seemed to be feeling better by the time the doctor appointment rolled around. The doctor checked the child out and found her to be almost recovered. Fran was a different story. She was dehydrated, so he put her on IV fluids while she was in his office. He drew blood samples, and told her to wait and rest for about 30 minutes while some of the tests were run. While she was resting, a nurse came in pushing a large monitor.

"What's that for?" Fran looked at Max. This couldn't be for her.

"The doctor will be right in".

The doctor returned in a few minutes with Fran's chart. "Ok, Fran, things actually look pretty good, you're blood work showed you were dehydrated, so we've replaced the fluid, that might help some with the nausea."

"Some?" She couldn't take much more of this.

"Well, that's from the result of the other test. Congratulations, you're pregnant!"

Fran couldn't think, she couldn't hear. The doctor was saying something she couldn't understand. She didn't want to look at Max. They hadn't discussed this, did he want more children. Her mind was racing. She was brought out of of by Max's arms around her. He was holding her tight, kissing her, was he happy?

"You're sure doctor?" She looked at Max, he was beaming.

"Well, we're going to do an ultrasound to make sure, Fran, you said you've been having regular cycles?"

"Well, not regular, but I've been sick and under a lot of stress, with the holidays, the kids birthdays...and we only, I mean, it was only once."

Max whispered in her ear. "Here's our Chanukah miracle, darling. We have our sign!"

The doctor laid her back and performed the ultrasound. She was definitely pregnant, there was this tiny little life inside her, and a tiny little heart beating.

"Look, Grace, mommie's baby!" Max had tears in his eyes.

Grace looked at the screen, she had no idea what she was looking at.

"Oh, Max, you are gonna be sorry you told her that..she's gonna tell everyone, she's becoming as big a yenta as..."

"As you?"

"I was gonna say, as Niles and Ma!" Ma! Her mother was gonna kill her!

"Max...Ma's gonna kill me!"

"No, she won't. You're a big girl, and your carrying her grandchild. We were already planning a wedding, we'll just move the date up".

Fran looked back at the screen. Her baby.

The doctor looked at his notes. "According to everything I see here, you will be due the first week of July." Max and Fran exchanged glances. "You are at 10 weeks now, we won't need another ultrasound for about three months, unless a problem arises. You can make an appointment to come back here, or we can refer you to an OB doctor, if you'd like. In the meantime, here's a prescription for prenatal vitamins. Any questions? Looks like you've been through this before, so you should be just fine" The doctor left Fran to get dressed.

She looked at Max. "Well, maybe YOU'VE been through this before. Oh, Max, I'm so sorry, we didn't talk about this, we should've used..."

Max cut her off. "Fran, I couldn't be happier. The children are all around 4 years apart, this baby will be born when Grace is almost 4." He took her in his arms and kissed her."My soon to be wife is carrying our child, how can you say you're sorry?"

She smiled. "Ok, I'm not sorry in the least." She put her hands to her abdomen. "I already love this baby!"

"Mommie baby!"

"Yes, Grace,you are mommie's baby" "Max, we shouldn't tell anyone yet"

"You're right." He leaned over and kissed her stomach."but this little one's had a head start, so we'd better start making some rushed wedding plans." "Wait! You're family's coming over for Christmas Eve, right?"

"Right...where ya goin' with this?"

"Well, they'll already be there, we'll have the wedding at the house on Christmas Eve!"

"Maxwell, that's only two weeks away!" She thought for a minute. "We can do this, right?"


They hurried home and gave Niles the news about the wedding. Fran called Nadine to make sure she'd have time to do the food, then called her mother, who was thrilled that the wedding was moved up. When the children came home from school, Max sat them down and told them they'd have a mom for Christmas.

"But, Dad, aren't you already married?"

Max looked at his son. "No, Brighton, it feels like it because we love her so much." Fran walked into the room about that time.

"And I love you all very much, too!" Brighton and Maggie rushed to hug her.

"Maggie, I have something to ask you. Would you be one of my bridesmaids?"

"Can I? Oh, yes!"

Max looked at Brighton, "and son, I'd be honored if you would be a groomsman"

Brighton had no clue what that was, but it meant he was in the wedding. "Sure, Dad!"

"And Gracie will be our flower girl." Fran bent down and picked her up. Max quietly shook his head and took the child from her arms, kissing her cheek. Oy, no picking up her baby? She'll have to remember to check with the doctor. Surely, Max is just being overprotective.

With Niles as best man, and Val as maid of honor, the wedding party was set. Fran tried to buy a discount dress, but Max wouldn't allow it. Her dress was covered with crystal beading, truly fit for a princess. When the day arrived it was perfect. The snow held off during the day, so all the food and the cake could arrive, and began to fall gently as the ceremony ended.

Niles watched Fran with interest as she exchanged her glass of champagne with the sparkling cider the children were drinking. When he questioned her, she just laughed it off, saying she wanted a clear head for her wedding night. He noticed how attentive Max was to her, how he held her extra close when he thought no one was watching. They seem to have bonded even closer over the last couple of weeks. He'd have to remember to keep the intercoms turned on, and keep the extension phones disinfected.

The children were told they could open one present for Christmas Eve. They all agreed that they had already gotten the best present ever. A new mom. Everything else could wait till tomorrow. Everyone started to head home just before the children's bedtime. The kids kissed their new grandparents and aunt and auncle before putting out cookies for Santa and heading upstairs.

"Ma, you and Daddy will come by in the morning to watch the kids open their presents won't you? Nay made a huge coffee cake for us."

"Darling, we wouldn't miss our first Christmas with our new grandchildren. We have some things for them, too. What time?"

Fran looked at Max. "They usually get up at 6am on Christmas morning, but they can wait to open their gifts. How's 8 sound?" Fran looked relieved.

"We'll be here. Good night, son!" Sylvia gave him a big kiss "Welcome to the Fine family!"

Max and Morty exchanged hugs. All this demonstrative love was going to take some more getting used to.

With eveyone gone the newlyweds were alone downstairs. "Well, Mrs. Sheffield, shall we go tuck our children into bed?"

"Mrs. Sheffield. I'M Mrs. Sheffield! Our children. Oh, Max, I don't think I've ever been happier!"

"This is only the beginning!" Max picked her up and carried her up the stairs. They tiptoed into each child's room and made sure they were covered, and turned Grace's nightlight on. The children had all fallen fast asleep and never heard them.

They headed to their bedroom. When they got to the door, Max picked up his bride and carried her inside. Niles had thoughtfully prepared a fire and a table of treats for them. There was a bottle of Dom Perignon, and a bottle of sparkling cider, along with strawberries, whipped cream, cracked crab, and caviar with toast points. Max looked at the table.


"He must've seen me drinking the kid's cider. Every time he gave me a glass of champagne, I switched it for cider. I didn't want to give anything away by telling him I couldn't drink. I just told him I wanted a clear head for tonight!" She winked at him.

"Good cover, darling!"

"Now we just have to get past New Year's!"

"Well, we'll just ALL have sparkling cider!" He fed her a bite of caviar.

"Do you know just how much I love you, Mr. Sheffield?" She put a strawberry coated with cream in his mouth. "Oh, no, I made a little mess-y." She leaned over and licked his chin. "I'm going to get out of this dress before I make any more messes". She kissed him and headed to the closet. Niles had moved several of her nightgowns and robes over, as well as half her clothes. "Did you see this? Niles has been a busy boy!" Max unbuttoned her dress and slipped it down her body, revealing a sexy white bustier. Fran carefully hung up her dress, and pulled on her white chiffon robe. She stepped out to meet her husband.

"Mrs. Sheffield, you look ravishing!" She joined him at the table, where they continued to feed each other. Max removed her robe and tossed aside, then slowly removed her stockings one by one. She unbuttoned his shirt and tossed it on the pile with her robe and stockings, then ran her hands down his chest, following them with her tongue. When she got to his waist, she removed his trousers and let them fall in a heap on the floor. Max gave them a kick towards the pile. He scooped her up and carried her to the bed. He slowly worked the laces on her bustier, and slid it off of her. Max began to trail kisses down her throat, to her chest, and worked his way down to her abdomen, where he paused to run his hands over her. He laid his head on her stomach. "I can't believe our child is in here." He kissed her stomach again, and continued downward. He gently pulled her thong down her thighs, and she kicked it away as it reached her ankles. His tongue manuvered its way along the inside of her thigh until it reached its target. Fran moaned with ectasy as he used his mouth to please her. She thrust her hips up to him, and he moved his hands under them to give him better access. She reached down and laced her fingers in his thick hair. She called out his name as she felt herself start to climax. As she did, he slid a finger deep inside her.

"Oh,MAX, MAX!!!

Max didn't know how much longer he'd be able to hold on, but he desperately wanted to please his bride. He moved his mouth back up her body, stopping to tease each breast with his tongue. He was positioned between her legs, pressing his almost painful arousal against her. She rocked against him as he licked and sucked her breasts. She felt herself sliding over the edge for the second time, moaning his name. Max couldn't take anymore, he knew she was more than ready for him, and he thrust himself deep inside her. She wrapped her arms around his neck, nibbling on his ear. As he rhythmically pressed deeper and deeper inside her, he felt her muscles contracting around him, causing him to climax explosively inside her as she experienced her third. He moaned her name over and over as they caught their breath.

He rolled over on his side and held her close. "I love you." He looked into her brown eyes.

She looked back into his green eyes and saw pure love. "I love you, too, Max."

They held each other close for several minutes, exchanging gentle kisses.

"I'd better set the alarm to get the children's presents from Santa downstairs" Max reached over and set the clock. "You aren't going to like this..."

"Mmmmm...what time, sweetie?"

"I'm setting the clock for 4:30. That way we'll have time to put things together and get everything set. Niles will get up and have coffee ready for us".

"Oy, the joys of parenthood. 4:30, huh?" She rubbed her abdomen. "Well, I guess we'd better get used to it, unless we can talk this one into sleeping through the night."

Max leaned over and planted a kiss on her stomach. "Don't count on it." "We'd better get some sleep, if you're going to make it for your first Sheffield Christmas." They cuddled up under the covers and fell fast asleep.

Christmas morning at the Sheffields was a wild one. Santa dumped a double helping of toys and games, and Fran went overboard shopping, as usual. Each child got a new TVand VCR for their room, and a new bike and lots of new toys. Fran had found a huge sale on spring clothing, so all the kids got new clothes. Fran got Max a new watch and a gold signet ring. He spoiled her completely with her favorite perfume, Godiva chocolates, sapphire earrings to match her birthday ring, and a beautiful gold band with 5 stones, representing all of their birthdays. Amethyst for Max, Aquamarine for Maggie, Ruby for the new baby, Sapphire for Grace and Fran, and Opal for Brighton. Max hoped no one asked about the ruby. As he quietly explained the stones to Fran, they talked about their special gift to each other. Morty and Sylvia enjoyed spending the holiday with their new grandchildren. Fran could not remember when her life felt so right.

New Years was uneventful for the family. Fran was still experiencing morning sickness, and was quite tired, so Max decided on a family celebration at home, with just them and the kids. Niles and Fran made finger foods to nibble on, and they drank sparkling cider to toast the New Year. In mid January, the children presented their new mom with a gold diamond anniversary band, to commemorate their first year together.

By Febuary, Fran's abdomen was starting to swell a little. Max loved running his hands over her swollen belly and talking to his child. The family went to the Rainbow Room for Max's birthday, and Sylvia couldn't resist commenting to Fran to knock off the Godiva and Haagen Dazs, as married life has caused her to gain weight. This triggered Niles' yenta alarm, as he'd noticed how healthy and light Fran had been eating. He was starting to put everything together, the weight gain, no alcohol, and she'd started drinking decaf coffee. Is there a new Sheffield production in the wings?

Once March rolled around, it was time for the new ultrasound. As the doctor rolled the scanner over Fran's stomach, he asked if they wanted to know the sex. Fran and Max looked at each other. Max would have liked a surprise, but Fran really wanted to know, so she could start shopping.

"Very well, then." The doctor punched some buttons on the ultrasound. "We have a little girl".

A daughter! Max had secretly hoped for another son, but he couldn't have been happier with another girl.

The doctor checked out some information in her chart. "Based on this new ultrasound, we've set your due date as July 4th."

Fran and Max stopped smiling and stared at each other. It just wasn't possible.

"I think we just got our sign, Babe." Fran rubbed his hand. Max nodded. What could be more of a sign than a daughter born on the anniversary of Sarah's death.

"We sure did."

On the way home, Fran was unusually quiet. Max was worried, this wasn't like her.

"Darling, is everything allright?"

Fran snapped back into the present. "Oh, yes, sweetie. I was just thinking about the baby. Um, I was thinking, what would you think if, well, I was thinking, how would you feel about naming our daughter Sarah."

Max was speechless. She really wanted to name their daughter after his first wife? "Are you sure, darling?"

"Well, if it doesn't bother you and the kids. I thought it might be a nice tribute to her. After all, she's been our guardian angel, and why shouldn't the kids sister be named after their mother?

"No reason at all. I think it's lovely. Do you have a middle name in mind?"

"I was thinking Anne, since it's a name on both sides of our family. Sarah Anne Sheffield. Has a nice ring to it, don't you think?"

"I think it's beautiful."

"I'll want to check with Brighton and Maggie, make sure it won't upset them. Gracie will be too young to understand right now."

"So we're ready to tell the family?"

"I thought we'd tell Maggie first, on her birthday. Then we can tell the rest of the family the next day. I don't want to take away from Maggie's day. You know she wants a slumber party, don't you?"

"A slumber party?" Max was not thrilled with the idea of a bunch of 12 year old girls invading the house. He caught the look on Fran's face. "Well, I suppose after last year, I owe it to her."

"You BET you do, Mista!"

"You've already invited the girls, haven't you?" Fran sat quietly. He knew his wife too well. "How many are coming?"

"Ten...sorry, honey, but I knew you wouldn't have a problem with it!" She leaned over and kissed her husband's cheek.

The day of Maggie's party came, and her parents took her aside to tell her about her new baby sister. She was thrilled to be the first to find out, and even more thrilled when she felt the baby moving. When she was told about the name that had been selected, she was very excited. Her birthday party went extremely well, even Brighton was on his best behavior. The following day, they had the family party, after all her girlfriends went home. Everyone was gathered in the living room watching Maggie open her presents. When she opened her gift from Fran, Max didn't look very happy.

"Oh, Mom, a makeup kit!! Thank you SOOO much!!!" Fran saw the look on her husband's face.

"Now, honey, that's only for special occasions, not for school. I'll teach you how to put it on."

Maggie ran and hugged her mom. "You are so cool! Thanks so much!" Max loved the touching moment between his girls.

Fran looked at Max tearfully. "She's growing up so fast!" Max moved from his chair to sit next to her.

"Ready?" She nodded. "Now that Maggie has opened all her gifts, we'd like to tell you all about another gift we've been given." He stood up and pulled Fran up next to him. He kissed her cheek before continuing. "We are so glad the family is all together, so we can announce the newest addition to our family."

"Are we getting a puppy?" Brighton always wanted a puppy.

"No, son, no puppy." Max looked at Sylvia, who had moved her hands from her cake to her cheeks. "This July, we will welcome a new daughter to our home"

Fran looked like she was about to explode. "I'm having a baby!!!" Her parents rushed over to hug her, the children were jumping up and down.

Brighton stopped all of a sudden. "A girl? Why are you having a girl? We already have two girls, this one is supposed to be a boy!"

"Sorry, son, maybe next time" Fran looked at him.

"Next time? Oy!"

"Have you chosen a name?" Leave it to Sylvia.

Fran looked at Max and took a deep breath. "Her name is Sarah Anne Sheffield".

"And she's due in July? You just found out about this?"

"No, Ma. We've known since Chanukah. I was just so sick, we decided to make sure everything was perfect before we told everyone. Max and I were the only ones that knew until yesterday. We told Maggie first, since it was her birthday." "We just had our second ultrasound, and she's perfect".

Niles was sitting over on the side of the room in tears. He'd suspected as much. Now a new baby in the house. He was actually looking forward to getting up in the middle of the night to change diapers.

The next few weeks were filled with shopping trips and turning the old nanny's bedroom into a nursery. Fran filled the room with everything feminine. She chose a Victorian rose pattern for the crib and wallpaper runner, and found everything with pink and red roses she could find for accessories. Max had tried to talk her into something more unisex, so they wouldn't have to redecorate if the next child was a boy, but she wasn't having any of that. The room was finished shortly before Mother's Day. It was truly a work of art.

Fran's first Mother's Day was an exciting event. Max and the kids prepared her breakfast in bed and showered her with home made gifts. She was touched that he remembered how much she liked little things like that. They had made plans to take Sylvia and Yetta to the Rainbow Room for lunch, but first, Fran had other plans.

"Max, we have a stop to make first." She looked over at the kids.

"Where? Oh, you want to take them to.."

"To pick up the flowers and go see their mother." It was obvious from her expression there was no room for discussion on this.

"Ready, kids? Got your letters ready?" The children nodded and held up the letters they'd written to their mother. Fran kissed her husband on the cheek and whispered softly. "You can do this, sweetie, it's for the kids". She took him by the hand and led him to the car.

The cemetery visit wasn't as bad as he imagined. The children were actually laughing and talking to their mother, telling her everything that was going on in their lives. It was obvious they missed her, but Fran had filled the void, and taught them to focus on the good memories of their mother. Max was touched as Fran placed the three red roses on Sarah's grave, telling her about each of the children. Then she placed a white rose, and began to tell her about Sarah Anne. This woman never ceased to amaze him.

By the time Father's Day arrived, Fran was miserable. Her back ached, her ankles were swollen, her moods changed from one minute to the next, but still, she managed to make the day special for the father of her children. They continued the 'breakfast in bed' tradition she'd started the year before, and the children made presents and wrote poems for him. Fran sat next to him on the bed, listening to her children read their poems, and Max kept his hand on her stomach, feeling his new daughter moving inside her. Within a few days, his mood changed, he started to withdraw from his family. Fran knew it was his and Sarah's wedding annversary, and it shouldn't bother her, but her hormones were so all over the map, she couldn't control her emotions. She was spending countless hours sitting at her mother's kitchen table, crying her eyes out. She wanted to give Max the space he needed, without showing him how upset she was. He didn't need any more guilt than he was already feeling right now.

Once his anniversary passed, he was feeling a little better. He even thought to make plans for the 4th of July with the children and Fran.

"So, how are we going to celebrate the 4th this year?"

Maggie looked at her father, then at Fran. "Well, Dad, we already talked it over with Mom, and we want to do the same as last year. We thought it could be a traditional thing"

"The beach? There's no way that..."

"Honey, honey, I feel fine. I think a special routine is good for the kids. And for you." She put her arms around him. "Don't look at me like that. I'm O.K.!"

"It's just that I'm worried about you, the baby's due any day now, and I haven't been much help lately".

"Sweetie, don't worry. This is a tough time for you, I know that. I've had the kids and Ma to keep me occupied".

He gave her a gentle kiss. "I love you very much. Please don't ever forget that."

"I never do. So, the plans are set? We visit Sarah, then head to the beach?"

He looked into his wife's eyes, then at his children's faces. He'd learned long ago, he couldn't fight all of them, especially when it came to keeping Sarah's memory alive for the children. Fran was always making sure they weren't forgetting their mother. "Yes, sounds great. You just make sure you two are up to it!" He caressed her swollen belly.

When the morning of the 4th came, Fran woke up aching more than usual. She knew better than to let on, or Max wouldn't let her out of the house. She decided to skip the bathing suit, as she was sure she would not be going into the water. She opted instead for a pair of shorts and a large, comfortable t shirt. She made her way down stairs for breakfast. "I'm not very hungry this morning, Niles, maybe just some toast and tea."

Max looked concerned. He'd never seen her pick at breakfast. "Are you feeling allright, darling?"

She smiled at him, leaning over to give him a quick kiss. "Yes, just not very hungry. I'm sure I'll make up for it at lunch!" She felt a sharp twinge as she leaned back into her chair. Oh, please let that be a muscle spasm! "How about we take the Jeep and put the top down? It's a beautiful day!" She pouted a bit. "But, you'll have to drive, honey, cuz, when I put the seat back for the baby, my feet don't reach the pedals!"

Max grinned, Brighton and Maggie giggled. Here came the tears. "Oh, sweetheart, it's allright. I know you miss driving your Jeep. I think it's a wonderful idea to take it today!"

They finished breakfast, and took the kids upstairs to get they bathing suits on for the beach. They could put their shorts and t shirts on over their suits, to avoid having to change. Fran was sitting on Grace's bed french braiding he hair when Max appeared with the older children.

"Ready, darling?" He held out his hand to help her up.

She attached the rubber band to her daughter's hair and started to get up. "Oy!" There was that muscle spasm again. Oh, please let it just be a muscle spasm, she didn't want to spoil the children's day.

"What's wrong, sweetheart?"

"Oh, it's just getting harder and harder to get up these days." Nice cover, Fran!

Niles had loaded the Jeep with the ice chest and beach toys, so the family piled in and headed to the florist to pick up the flower arrangement Fran had ordered. It was beautiful, multicolored flowers, with three red roses, and one white, to represent the 4 Sheffield children. By the time they arrived at the cemetery, Fran realized she was probably in labor. The 'muscle spasms' were now ten minutes apart. Well, the beach was definitely out, but the kids were going to spend some time with their mother. She sat in the Jeep with the kids while Max visited the grave first. He placed the flowers on the grave, and kneeled down to talk to Sarah for a few mintues. Then he walked slowly back to the Jeep to collect his family. He lifted Grace out of her car seat and then helped Fran out of the Jeep. She hid a contraction from him as she slid off her seat. Climbing back IN was going to be interesting! She took Grace by the hand, and Brighton clung to her side. As she walked to the grave, she felt a little guilty. She began to cry as she looked at the children, for the mother they lost, for Sarah, for missing out on three great kids, and one wonderful man. The children each talked to their mother, telling her how much they missed her, and thanking her for sending them such a great new mom. When they were done, Fran stepped up to the grave.

"Sarah, the kids are doing so well, I know you're watching out for them, and for Max. I think you're watching out for me, too. Thanks for having a hand in sending us this precious gift." She rubbed her abdomen. "I know we asked you for a sign, is it our daughter? We're naming her after you, Sarah, and I hope you'll look after her, like you look after our other three children. Rest well, Sarah." Fran turned around and headed over to Max and the kids, when all of a sudden a strong contraction hit her, followed by an odd wet sensation.

"Max?" She doubled over. "I think we'd betta skip the beach!"

"My, God, Fran, you're in labor? Why didn't you say something?"

"Well, I'm saying something NOW!!!"

Max helped her back to the Jeep and secured the children in the back, then they raced to the hospital. On the way, Fran called Niles on the cell phone.

"Niles, can you bring my bag and meet us at the hospital? The baby's coming." She screamed as another contraction gripped her body.

"I'm on my way, Mrs. Sheffield!" Niles hung up the phone and skipped up the stairs to their room. Her bag had been ready to go for a week now. He grabbed it, and sped off to meet them.

Niles met them in the emergency room and herded the children off to the waiting room.

"I'll take care of calling everyone, sir." He called Morty and Sylvia, and he couldn't resist calling Miss Babcock. Then he placed the call he dreaded. He called London to let Mr. Sheffield's parents know they were about to be grandparents again. Mercifully, they were out, and he left the message with the butler.

Fran had a relatively easy labor. Four hours after arriving at the hospital, she gave birth to her daughter. She was born at 2:09pm. The exact time that Sarah had died, Sarah Anne Sheffield was brought into the world.

Max couldn't help but smile. He looked toward heaven. "Thank you, Sarah. Darling, do you remember last year, when you asked Sarah for a sign?" He leaned down and kissed his new daughter. "Well, here's the sign." All the guilt he'd been feeling flowed out of him. He now knew that Fran had been specifically put into their lives, and he couldn't be happier.

Fran cuddled her infant. "I love you, Max!" He leaned down and kissed her passionately. The door burst open, and the Sheffield children were led in by their grandparents. Grace climbed onto the bed with her mother and looked at the new baby.

"Mommie's baby?"

"Yes, Gracie, this is your baby sister! You're the big sister now."

Graced leaned cuddled up next to her mother and stroked her sister gently.

"My baby!"

"So, when do I get a brother?" Brighton was playing with his baby sister's feet.

Max beams and tries to kiss Fran.

"Forget it, mista! You are neva touching me again!" Max moves his lips to her neck, and begins applying soft kisses.

"Mmmm, neva mind!" She looks up at her husband, and accepts his kiss. "Well, honey, we'll talk about that later!"

Two years later, Fran gave birth to a son, Joshua Maxwell Sheffield. Four years after that, she gave birth to twins, Jonah Samuel and Eve Katherine. The family eventually moved to Los Angeles, where Maxwell became a successful movie producer. Niles and CC married the year the twins were born, and had a child of their own the following year. Sometimes, fate DOES hand you a happy ending.