Disclaimer: I do not own the rights to the characters of "The Nanny", I'm just taking them out for a spin.

Author's Note: It's another Niles/CC story, with a little Fran/Max thrown in, and this A/U story begins with the ending of the episode "Pen Pal" from season 3. It answers the question, "What might have happened if Fran and Maxwell hadn't interrupted The Kiss?" Some selected events from Seasons 3-6 will appear as the story develops, but out of their original order to fit in with my new timeline. I hope you enjoy it. Rating T for language and implied sexual content.

"Oh, I'd never do that. We need the eggs." Niles turned and walked out of the study, a smirk on his face, holding back a chuckle as he left the room, thrilled with himself for having gotten in one more zinger. This will probably go down in history as his greatest Babcock prank ever - too bad there wasn't anyone to witness his triumph.

CC Babcock stood there against the desk in shock at what had just happened. Niles had once again humiliated and embarrassed her; at least there were no witnesses this time. She turned and began repacking the dishes and linens she had laid out for her planned seduction of Maxwell. She stopped the fire-on-videotape and ejected the cassette, throwing it into the basket. Once everything had been cleaned up and put back in the basket, she set it outside on the patio. She would remove the evidence of her folly tomorrow; the food would need to be thrown out anyway. Coming back into the office, there was only the platter of hors dourves that she had already unpacked and laid out on one of Maxwell's silver platters. It would be a pity to let those go to waste too. She'd help herself to something from Maxwell's bar in the living room and eat these before getting a taxi cab home. She picked up the platter and left the office, hoping she wouldn't have to see that annoying man again this evening.

As she entered the living room, she set the platter on the coffee table and went to the bar, settling on a decanter of whiskey and picking up a glass. As she poured herself a healthy first glass, she began to eat the small snacks. Despite her better wishes, she couldn't help but relive what happened in the study. How could she have possibly confused Niles with Maxwell, their voices are completely different from each other and she's heard them both for years! Maybe she had just been without a man in her life for too long, or she heard what she wanted to hear. Damn that Niles for playing with her like that! She drank down about half of the glass of whiskey and pulled a face. "Smooth..." She was right, her mental health was just a sick game to him. It was just like she had told him a couple of weeks before when he set her up about telling Maxwell about the truth behind the kissing contest that Nanny Fine had won. God, she had even been tricked into kissing Niles! When she opened her eyes and saw his revolting face in front of her she froze in shock. A Babcock kissing a Butler - that just couldn't happen - and enjoying it, well that was just impossible. Right, it just had to be impossible. There is no way she enjoyed kissing that..... that Tidy Bowl Man... that Lemon Pledge Boy.... that man. She finished off the first glass and poured a second before starting back in on the platter of food. As the alcohol began to sink into her system, that little voice that she tried so hard to ignore began to make itself heard. But you did enjoy it didn't you, Babcock? You were shocked that it was Niles you were kissing, but you were just as shocked that you LIKED kissing Niles. "Shut up." CC spoke under her breath and drank the second glass of whiskey completely before falling back onto the sofa. OK, so maybe, just maybe it wasn't a terrible kiss. It's not like he was kissing her back, and he obviously didn't enjoy it with that "Was it as bad for you as it was for me?" line. She gave a deep sigh and popped another morsel into her mouth, enjoying the feeling as the warmth of the whiskey started to spread out from her stomach.

Meanwhile, Niles had finished up cleaning the kitchen and was getting ready to head upstairs to his room for the evening. No telling how long Mr. Sheffield and Miss Fine would be out, and Miss Babcock had surely run for the hills after their run-in in the study. He chuckled again at the image of her clucking like a chicken in that sexy evening gown. His face grew serious and he frowned, *What the hell am I doing thinking Miss Babcock is sexy?* Giving the room once last glance, he decided to go have a nightcap from Mr. Sheffield's bar before heading up to bed. As he walked down the hallway, he could see the living room lights were still on. He slowed, not wanting to interrupt in case Mr. Sheffield and Miss Fine had returned early. Peeking around the corner, his eyes widened in surprise at what he found. CC Babcock was sitting on the sofa with a platter of hors dourves on the table in front of her, along with Mr. Sheffield's decanter of whiskey and seemed to be drowning her sorrows in food and drink. He was beginning to grin in pleasure that he had driven her to drink when he heard a suspicious sniff coming from the living room. He peeked around the corner to see her wiping at her eyes. *Babcock - crying? Impossible!!* That warm feeling inside that his teasing had generated began to cool, and he listened as she began to talk to herself.

"I just don't understand, I have so much to offer a man, why can't I get the right kind of man interested in me? I'm a Babcock, I'm rich, beautiful, intelligent, well-educated, talented - what the hell am I missing?"

Niles couldn't resist the open door she had thrown him and stepped into the doorway, leaning against the frame casually before saying snidely, "A personality?"

CC glared at him from the sofa and popped another piece of food into her mouth, preventing herself from even acknowledging his comment. Niles walked over to the bar, got a glass for himself and walked back over to the sofa. "Are you planning on eating all of these by yourself, plus the whiskey?" She glared up at him, "What's it to you, Butler Boy?" He raised an eyebrow before reaching across her to get the bottle of whiskey and pouring himself a glass. He couldn't help but admire the view looking down at the front of her dress. *My god, she is literally poured into that dress and coming out the top. I think her bosom is the only thing holding it up!* He sat himself down on the other end of the sofa and helped himself to a couple of her hors dourves, "Well, the more you eat and drink, the more I'll probably have to clean up when you get sick, so I'd better have some myself."

They ate and drank in silence, starting in on a second decanter of alcohol when the first one ran dry. When the hors dourves were finally all gone, Niles commented, "That's Mr. Sheffield's serving tray, isn't it?" CC just nodded, and he sighed before getting up and taking it back to the kitchen. He set it on the counter, thinking he'd clean it up in the morning, and glanced at the clock. Now he needed to get her poured into a taxi and on her way home before Mr. Sheffield and Miss Fine got back. He returned to the living room to find her refilling their glasses yet again. *We've had far too much to drink, if that first decanter was full when she started.* He moved back to the sofa and dropped down with an "Oomph". Without the food to keep their mouths occupied, they began to talk to each other, and things quickly turned into another one of their classic battle of words.

"I loathe you..." CC rose to her feet.

"I despise you..." Niles rose to his feet and faced her.



"Bellboy." CC put her hands on the back of her hips, unconsciously pushing her chest out practically into Niles' face.


Like two magnets, they leaned towards each other and found themselves immersed in an intense kiss with their arms wrapped passionately around each other. Her hands were running through his hair, then planted on the sides of his neck, pulling his face closer to hers. He had one hand on her shoulder, the other at her waist, trying to pull her even closer to him. CC's mind, which usually had a running commentary going on was completely silent as her body just absorbed the feeling of being in his arms, being kissed with such feeling, such abandon.

Niles was momentarily lost in sensation. Her lips were so soft against his, the skin of her back so soft where his hand rested on her shoulder, her waist felt so right under his other hand. *How has Mr. Sheffield resisted having this in front of him day after day? How have I? Oh God, Mr. Sheffield!* He put his other hand on her other bare shoulder and pushed her back away from him. They both were gasping for breath and he said, "No!" He could see the desire begin to fade from her eyes, replaced by disappointment. He continued, "Not here," and let his hands slide down her arms to her hands, and began to try and pull her out of the living room towards the piano. For a moment, CC stood frozen in front of the sofa. *My God, I'm kissing Niles, I'm enjoying kissing Niles, and I want to do a hell of a lot more than kiss Niles!* The little voice piped in, Oh it feels so good to be kissed and touched like that, doesn't it, CC? Makes you wonder if he does other things as good as he does kissing, doesn't it? You want it, don't you, CC? You want him? Niles whispered hoarsely, "Are you... chicken?" A shiver went through her body from head to toe. She moved one foot in front of the other, almost trance-like, and allowed him to lead her past the piano into the hallway, through the kitchen to the back stairwell and upstairs to his room. Normally a voice that sounded a lot like her mother would be telling her this was totally wrong and she shouldn't even be thinking about this and to go home right now. That voice controlled a lot of her life most of the time - doing the right things in life the way she ought to do them, as defined by her mother. But the combination of alcohol, desire, and loneliness that was CC Babcock overwhelmed the nay-saying internal voice that sounded like her mother.

Just minutes after Niles and CC left the living room, the front door opened to reveal Fran and Maxwell returning from their adventure. "I'm sorry he didn't show up, Miss Fine, you must be terribly disappointed." She shook her head, handing him her coat and he hung it up the closet. "No, Mr. Sheffield, I had a great time even if I didn't get to meet Lenny. I had a lot of fun getting to spend time with you and talking about stuff besides the kids. It almost felt like a date or something." Fran froze, thinking that was probably the wrong thing to say, and now he'd close up and back away like he normally did when things like this happened. He paused before closing the door, "Well, that really wasn't a date, Miss Fine, at best it was an accidental date since we were only there so you could meet Lenny." He stepped down into the entryway, "Would you like a nightcap?" She shook her head, "Naw, I've had plenty for tonight." He offered her his arm, "Well then, please allow me to escort you to your door." She laughed and took his arm and they headed up the front staircase. "You don't have to do that, Mr. Sheffield, especially if it's just an accidental date." They stopped at her doorway, and he turned to look at her, and she noticed he had an odd expression in his eyes. "I know, Miss Fine, but I wanted to do it. Perhaps next time, we could make it an intentional date.... Fran." Fran had already started to open her door when his words registered and she stopped and turned to face him, a big smile on her face, "I'd really like that Mista.... Max." He headed down the hallway towards his room, and she entered hers. Closing the door behind her, she leaned against it and murmured, "Fran?" When Maxwell reached his room, he closed the door and leaned against it and murmured, "Max?" Both smiled warmly at the feeling that something had changed in their relationship, and for the better.

Niles released one of her hands to open the door to his room and pulled her inside. Moving behind her, he leaned towards her ear and whispered, "Wait here." She stood still, glancing around the darkened room, the only light coming from the hallway outside. She had never seen Niles' room - never had any need to in the past. It was a very simple room, dominated by a large bed, with a dresser, wardrobe, and desk with a chair. A door in one wall probably led to his own bathroom. It was, of course, quite clean, neat and tidy. Just like Niles. He returned with a box in his arm, and a lighter in his hand. He began moving around the room, pulling small votive candles in glass candle holders out of the box, lighting them with the lighter and setting them on the furniture around the room. When he was finished, he had formed a large "U" of candlelight around the bed, illuminating the room in soft light. He moved back to the doorway where CC still stood, closed the door behind her and locked it with an audible click.

CC slowly turned around to face Niles. He had his back to her and was removing his jacket and hanging it over the back of the desk chair. "Hold on just a minute, Butler Boy!" CC snapped at him in a harsh whisper. He turned to face her, thinking *Great, I took too long and she's changed her mind.* She reached out, grabbed him by the tie and pulled him to her, "What do you think you're doing? That's my job!" She leaned down slightly to give him another heart-stopping kiss as her hands began to work on his tie. He rested his hands on either side of her waist, disbelieving this was actually happening. It had to be a dream, or perhaps an alcohol-induced nightmare in the making seeing as Babcock is involved. She broke off the kiss and pulled the tie up over his head before she began working on the buttons on his shirt, starting at the sleeves. Once she finished those, his hands began to move towards the back of her dress, looking for a zipper or fastening, and one of her hands dropped down to give him a swat. "You just wait your turn!" He grinned, enjoying her ire with him, and returned his hands to her waist and just let them rub up and down from her waist to hip and back while she finished undoing the buttons down his chest. When she finally finished, she pushed back the shirt from his shoulders and growled, "If there is another layer under this damn undershirt, you're going to pay." He couldn't help the almost feral grin that came to his face as he pulled his arms away from her and up slightly so she could remove the undershirt. She ripped it from his trousers almost violently, and then up over his head. She froze for a moment, soaking in the sight, and allowed her hands to gently roam the broad chest and shoulders which had more muscles than she expected, and a slight dusting of hair that probably matched the reddish-blond hair on his head. It was hard to tell with just the candlelight for illumination. It was soft and tickled her fingertips and her hands moved about his chest.

He softly whispered, "My turn?" CC only nodded, too engrossed in the delightful feel of his skin under her fingers to remember what it was his turn for. She quickly remembered as his hands came up to find the zipper at the back of her dress and released it. Almost immediately the dress began to fall to the floor, as it was probably a size too small for her to wear. Once the zipper was completely released, the dress fell to her ankles and it was Niles' turn to freeze and enjoy the moment. CC wasn't wearing a bra under that dress, and only the skimpiest of panties and black silk stockings held up by garters. If he hadn't already been drunk, he certainly grew drunk at the site of her standing there in the candlelight. He never would have imagined Babcock owned such sexy lingerie, more or less wore it! He could actually see her getting more aroused by watching him looking at her, and he got more aroused himself. *Breathtaking* She reached for his belt at the same time that he pushed her back towards the bed. What followed was several rounds of lovemaking with brief moments of respite to catch their breath before starting all over again. By the time the last of the candles had gone out, the two satiated lovers were fast asleep wrapped in each other's arms.

A few hours later, CC woke up with the beginnings of a hangover and absolutely no idea where she was. She blinked a couple of times in the dark before realizing she was lying in a bed, and someone was with her, and his arm was thrown around her waist. Fighting the instinct to scream or jump out of bed, she turned her head just enough to make out the face in the early morning light coming through the window. *Oh My God, it's NILES?* She took a deep breath, not exactly remembering what happened but knowing she had to get out of this room without waking him up or there would be hell to pay for one of them. She carefully lifted his arm and allowed herself to slide out of bed. She realized as soon as she emerged from the covers of the bed that she was naked, and she felt her stomach start to roll at the implications of what probably had happened last night. She pulled the pillow her head had been pillowed on down and allowed his arm to rest on it. He snuggled into the pillow, pulling it tighter into him. *He looks so sweet, so innocent, so... OH MY GOD WHAT AM I THINKING?* She felt around on the floor and found her shoes, stockings, and dress. She would carry the shoes and stockings, she just needed to figure out how to get back into that dress without her housekeeper's assistance with the zipper so she could leave before anyone awoke. She managed to get the dress on and the zipper up about halfway. It wasn't going to be good enough. Thinking quickly, she grabbed Niles' jacket from where it hung over the chair and put it on, buttoning it up. That should provide cover in case the dress slipped down under her chest. Making her way to the door, she unlocked it as slowly as possible. The click seemed incredibly loud, but looking back, Niles only snuggled deeper into the pillow. She released the breath she didn't realize she was holding and snuck out of the room. Making her way downstairs, she used the phone in the living room to call for a cab. She stuffed the stockings into her evening bag which was sitting on the entry way table, slipped on her shoes, adjusted her dress, and went outside to wait for her cab.

While CC was slipping out the front door, a fully awake Niles rolled over onto his back and stared at the ceiling, shell-shocked himself at what happened the night before. His body ached in places that hadn't ached in many years. In fact, he's not sure he could ever remember a night like that in his life. *Who knew that inside CC Babcock was such an incredibly senseous woman? Hell, who knew I had such pent-up desire for her?* He rolled back over and buried his head in her pillow to savor the lingering smell of her perfume, Chanel #5 of course. He couldn't help but replay the events of the previous night, he wanted to imprint them to his memory because God only knew if that would ever happen again. *Babcock and the Butler? Right. Well, maybe if I was nicer to her, wasn't quite so mean with my comments. I don't think I could stop cold turkey with my teasing, it would seem to strange to everyone. Is our verbal sparring some unique brand of foreplay or something?* He pondered how their relationship may have changed that night - if Babcock would allow it to change, or try to return to their eternal battle of words the next day. Should he take the initiative, or follow her lead? He allowed himself to drift back to sleep, enjoying the smell of her perfume on his pillow, and hoping that someday, there would be an amazing replay of the previous night.

Fortunately the demand for cabs was light this early in the morning and one arrived quickly. Once she got home and in the safety of her apartment, she took off Niles' jacket and threw it across the room and allowed the dress to fall to the floor. "What the hell was I thinking? What the hell have I done?" She went into her bedroom and threw herself on the bed. She had definitely had too much to drink, but not enough to let her forget what had happened the night before. Now that the panic had worn off and she was safe in her own bed, the memories of the previous night flooded in. Every kiss, touch, and moan, in all of its glorious detail. She never would have imagined that beneath those stiff Butler suits he wore, there was a real man underneath, and one who was damn good at pleasing his partner in bed! While she put herself out there as a very modern woman, the truth was she had only a handful of lovers in her life, and none of them could compare with what Niles had done with her the night before. Even in bed, he could be a gentleman. When he reached for his wallet to get protection, she stopped him and told him, "I've got that taken care of, lover." She didn't specify how, allowing him to think she was on the Pill. Actually, she had been diagnosed as infertile in her early 20's. It was probably the only secret she had managed to keep from her mother, and one of the reasons she grew to dislike children so much. She curled up in bed, and tried to figure out how the hell she was going to handle Niles now. Try to pretend it didn't happen? Tell him that it never happened? Treat him as shabbily as she always had? Treat him nicely? Maybe even see if there was a relationship there? *Oh God, Babcock and the Butler, that would go over so well, what am I thinking?* She drifted off to sleep with so many scenarios spinning in her mind, she felt like she was on a merry-go-round.

To Be Continued