A/N:: This is a co-written story produced by EspoirDio and me. The initial idea and the bits and pieces of this story has been going back and forth between our inboxes for what seems to be quite some time now, and we're really excited to finally have it complete. We hope you enjoy it. Please review and let us know what you think!

Eavesdropping & A Confrontation

C.C. frowned as she strummed her fingernails against the porcelain of her empty coffee cup. Where was Niles when she needed him? Somewhere pretending to work, no doubt. She sighed as she gripped the cup and rose to her feet. If she wanted coffee, she was apparently going to have to get it herself, thanks to that good-for-nothing, overstuffed butler. Still, as she headed towards the kitchen, she couldn't help but hope that he would be there... only so that she could annoy him, of course. C.C. leaned against the kitchen door, the unmistakable sound of Fran's nasal voice reached her ears. Her words stopped C.C. dead in her tracks.

"I'm tellin' ya, Val, Niles is in love! I wouldn't have believed it myself if I hadn'ta been the one to pull it out of him!"

"Oy, who woulda thought that after all these years, he woulda chose someone like her?"

C.C. had had enough. She stepped away from the door, suddenly feeling extremely nauseous and weak in the knees.

It couldn't be... Nanny Fine had to be mistaken. Sure, Niles was an attractive man, but she had never seen him having a date before... so who was that woman?

"After all these years." Val had said... That meant that he must've had his eye on that mystery woman for quite some time, but that was impossible; he had never spoken of another woman, and she had never seen him with one. She started chewing on her bottom lip while contemplating. Or, it could mean that he had been in love with one woman for quite some time, then given up hope and now found a new one. Taking a deep breath, she decided that all this worrying was good for nothing, so she left the dining room to try and find Niles.

She didn't know where to look for him but soon found herself back in Maxwell's office, and there he was, pouring tea.

"Why weren't you here 5 minutes ago when I needed coffee?" she snapped at him. "Too busy gossiping with Nanny Fine, I think."

She could tell that he was confused by her behavior and she, herself, didn't quite know where all the anger was coming from. She simply felt betrayed, as if he had ignored a secret agreement that they had never discussed out loud.

"C.C., are you feeling all right?" Maxwell asked, looking from her to Niles and back again.

"Sir, you know what menopause does to women of her age." Niles replied, flashing his lopsided grin.

A shadow of pure rage veiled C.C.'s eyes as she glared at him. The look of hurt that Niles recognized on her face through the façade of bitter anger, however, wiped the grin off of his face and shook him to the core. It was obvious that he was her target, so what had he done to affect her so greatly?

"Well, look at the time!" Maxwell said suddenly, tapping his watch. "These papers need to be dropped off at the theatre immediately. Don't worry about driving me there, Old Man," as if either Niles or C.C. were actually listening, "I'll just take the Town Car."

Maxwell left the office in a rush, eager to remove himself from the tension in the room that practically sizzled between Niles and C.C.

Niles raised an eyebrow at her, but she refused to back down.

"What's got your panties in a wad, Babcock?" he asked in a harsher tone than he had intended.

"Don't you dare take that tone with me, servant!" she hissed, unable to control herself anymore.

Now it was Niles' turn to look away in pain. He didn't mind it too much when she called him "servant" when they were teasing each other, but this time it was simply degrading and hurtful.

"I can see that it is clearly I who has done something to upset you, but unless you choose to discuss this in a calm, civilised manner, I have more important things to do," he said in as steady a tone as he could manage. When C.C. failed to react, he let out a deep sigh, picked up the tray from Maxwell's desk and started heading for the door.

"Why didn't you tell me that you were in love?" she finally blurted out.

He stood, frozen to the spot, unable to turn around and face her. How could she know? How much did she know? All these questions were racing through his head, but one thing was clear… Fran must've blabbed.

"I wasn't aware that you wanted to be informed." he said, trying to hide how nervous he really was. "Why the sudden interest in my love life?"C.C. crossed her arms protectively in front of her.

"What does it even matter, Niles?"

He whirled around to face her, his cheeks flushed with emotion.

"You've certainly never cared before," he answered flatly.

"And how, pray tell, would you know how I feel?"

"How could I?" he snapped, slamming the tray back down on the desk. "You close yourself off from everyone who even tries to care about you. You truly do have a heart of ice, Babcock."

C.C.'s arms fell to her side as she took a couple of steps back in retreat. He watched as the pain reemerged upon her face, and for a moment he thought he saw her eyes mist with tears, but with a single blink, it was gone.

"Tell me about the woman you love," C.C. said shakily, trying hard to ignore Niles' look of compassion at her brief moment of weakness.

Her entire body tensed as she awaited his answer. Perhaps she really was a glutton for punishment after all, but she needed to know.

"I bet she's beautiful…" she added in a barely audible whisper, leaving Niles to wonder whether she had actually said it or if it had only been a trick of the imagination.

"Oh, you have no idea," he replied in the same quiet whisper and found himself drawn towards her, longing to reach out and touch her, but he didn't dare do so.

She remained where she was, arms still wrapped around her body, while bracing herself for the words that she was sure would destroy her.

He knew that there was only one way to find out how much she knew, and that was by answering her question.

"She is the most beautiful woman I have ever laid eyes on," he started, speaking softly at first while staring at his shoes. "She's been in my life for quite some time now, but I'm not sure if she realises just how much she means to me." At this he finally, hesitantly lifted his head to look her in the eye. She seemed to focus on a spot just behind him, her light blue eyes showed the same pained expression he had noticed before.

"She makes me laugh, and whenever I get just the tiniest glimpse of her, it is the highlight of my day," he continued, a soft smile playing on his lips.

"Who is she?" she finally managed to choke out.

And that simple statement changed everything. Niles felt relief wash over him at the knowledge that she had no idea, that his secret was still safe. But at the same time, he felt reluctant to let this moment pass. And then he remembered something, if she didn't know who the woman was, why was she so upset?

"Why are you so interested in knowing?" Niles asked in a deep, even voice. "And don't avoid the question again," he added quickly.

C.C. shrugged slightly and dropped her gaze to the floor. She hated showing her vulnerability like this, especially to him, though his supposed front of true concern was becoming quite convincing. Still, she could not bring herself to answer him. Realizing that he would get no more out of her, Niles pressed on.

"I'm not certain that you'll find the answer to your liking," he said uneasily, imagining her reaction when she found out the truth.

She fought hard to control the trembling of her body so that he would not notice, as her knees felt as though they would surely collapse beneath her.

"It can't be any worse than I've imagined…" she mumbled.

C.C. visibly shuddered when Niles took a bold step towards her.

"And I'm not certain that you'll possibly be able to understand," he continued, as though he hadn't heard her.

"Just tell me!" she finally exclaimed, her chest heaving as she panted, barely able to breathe.

She shut her eyes tightly in an attempt to prepare herself for his words.

"C.C.," he finally said quietly, having full well realised how shaken she looked.

Upon hearing him call her by her first name, her eyes shot up, and for a moment she got lost in his blue ones, forgetting completely the horrible truth she was about to learn. Swallowing back the tears, she lowered her gaze back to the floor.

"C.C., look at me." he begged again. It hurt him to see her like this. "Please."

But she didn't… no, she couldn't look at him. What if her eyes gave her away?

"Alright, old boy, this is it," Niles thought and, collecting all his courage, said in barely more than a whisper: "It's you; it has always been you."

At his confession her heart seemed to miss a beat, before it began to pound rapidly in her chest.

"What are you saying?" she whispered, needing to be sure she didn't misunderstand.

"I love you, C.C. Babcock," he replied, his voice now steady with the growing confidence that he felt.

"This is not another one of your stupid pranks, is it?" she asked, not daring to hope.

"I would never joke about my feelings. Now look at me, woman!" he demanded, inching closer to her.

Niles cautiously, gently reached out and caressed her cool cheek with the back of his fingers and lifted her chin up towards him. C.C. fought hard to muster up enough courage to make eye contact with him, and when she did, the tenderness upon his handsome face brought her to release the steady flow of tears that she had been trying so hard to hold back. Instinctively, Niles handed her a handkerchief to dry her eyes, which she accepted gratefully.

"I'm so stupid," she muttered into the cloth, angry at herself for acting so immaturely.

"Don't ever say that about the woman I love," Niles whispered into her ear.

C.C.'s lips curled into a smile despite the tears. She ran her hand lovingly through his sandy brown hair. His skin tingled with the very nearness of her.

"Did you mean what you said earlier?" she asked as she ever so slightly leaned against him. "When you said it had always been me?"

"It always has, and it always will be," he replied, his voice thick with emotion.

C.C.'s eyes grew wide as a pensive expression crept upon her face.

"I never thought I'd be able to tell you…" she stated hesitantly.

"Tell me what?"

A smile replaced the fearful look upon her face as she traced her fingertips across Niles' jaw line before answering him.

"How much I love you."

"Well, I'm rather glad you did," he replied, giving her a smile so radiant that she could've sworn she felt its warmth on her skin. "Now, may I kiss you?"

"Of course, you silly man, what do you think I'm waiting for?" she asked, grinning.

He looked at her lovingly for another second before he gently cupped her face and pulled her into a tender kiss. It was so much better than he had imagined. The feeling of her soft lips against his, her taste, just everything made him feel so alive, so perfectly content that he could've burst with happiness.

Soon she deepened the kiss, her tongue begging entrance into his mouth. When he felt a familiar pulling in his groin, he finally stepped away, panting.

"I wasn't done yet," she moaned, her eyes still closed.

"Good God, woman. You very nearly sent me over the edge," he replied, flashing his boyish grin "And I think we should save the best for later."

She tossed out her sultry laugh and squeezed his hand.

"Maybe you're right. Meet me at the Penthouse tonight after you're finished here?" she asked.

"Love to. 8 o'clock?"

"Yes, don't be late, Butler Boy," she teased, pulling him against her for one last kiss.

"I never am, C.C.," he replied and winked at her, before leaving the room.

The End