A/N: This takes place during Fran's Gotta Have it when Niles has his heart attack and goes from there. Fran and Maxwell haven't made it back yet and it gets a little dramatic. Hope you bear with me and I hope you enjoy. Thanks for reading! Don't worry, nothing happens to Niles- I couldn't do that.

CC couldn't believe this. Niles had had a heart attack right in front of her very eyes, and she could do nothing but sit there and watch as his eyes rolled back. She had never felt so helpless before in her life, and she was not a helpless woman. Visions of their life together, as it were, flashed before her eyes, and suddenly everything became clear. She loved this man. She truly and deeply loved this man. She wanted nothing more than to get the chance to tell him, and it looked like she would never get the chance. God help her but she would turn over a new leaf if he would recover. She would stop making a fool out of herself in front of Maxwell. She saw now that her feelings for him were just a case of transference for the man she was really crazy about- Niles Brightmore, the man who had been in front of her along. She had just been too stubborn or too foolish to admit it. She would learn the Sheffield children's names if it killed her. Mildred, Bradley, Gertrude? No, those didn't sound right. Too old fashioned. She knew that Sara had preferred traditional names but where they? For the love of God she would learn them if it was the last thing she did. The first thing she would do would be to profess her love to Niles, even if it killed her.

Oh Lord- killed. Why did she have to think that? Dead- Niles could be dead in a few minutes or a few hours. What was she thinking all of these years? CC knew that she had a cruel streak that she inherited from her mother but she always thought that Niles delighted in it. That was one thing she liked- no, loved about him. He always gave as well as he took. He could always match wits along with the best of them. He was an expert wordsmith, too intelligent for his profession. She always considered his job beneath him, though she dared not admit it to him or anyone. She always defended him vehemently to her mother, who despised him as much as CC pretended to to Niles' face. She was never one to wear her heart on her sleeve the way Nanny Fine did. In some ways she envied her. She was close to getting what she wanted- Maxwell- and she had the love and the respect of those around her. She had close family ties and the children adored her. CC knew the children tolerated her for Maxwell's sake but they didn't really have anything in common. Well she would take steps to remedy that, as soon as Niles recovered. What she wouldn't do for the man she loved.

He looked so helpless. She had never seen him like this. Pale, lifeless, colorless- his hair was that ridiculous shade of black. It was like he'd almost known this was coming. He looked like one of the Munsters. She laughed. He would have liked that. No CC, she corrected herself, must not think of him in the past tense. He will be all right. He has to pull through. He has so much life in him, much more than any man she's ever known. Max was strong in his own way. He had to have been to have survived Sara's death. But he always surrounded himself with those around him. Even after Sara passed away he helped to fill her void by leaning heavily on CC herself and throwing himself into work. And he depended so much on Fran for everything. Unlike Niles, who was the most self-reliant man CC had ever met. He ran the house, and he had known that. Nothing went on in the Sheffield residence that he didn't know about. Nothing. That's why he and Fran got along so well. Fran. Funny how CC never referred to her by her first name. She had never thought of her as a friend before, only as the help. But she knew that Niles had adored her. No one, save for Sylvia, wanted Maxwell and Fran together more than he did, and CC knew that. She always resented that. Maybe there was a reason for that. Could it be that he cared for her the way she did for him? Maybe she would never know.

"Are you with Mr. Brightmore, Miss?"

"Yes I am. I'm CC Babcock. I'm a… friend," she managed to spit out."

"I'm afraid that we have some bad news. His heart has been damaged and we had to do a triple bypass. He has had some complications…"

"Complications.. what kind of complications?" she demanded.

"For some reason he has fallen into a coma and we can't wake him up."

"A coma? What do you mean? How long will this last?" CC was not a crier but even she was fighting back the tears. She wished more than anything that Fran and Maxwell would get here.

"It's hard to say. It could be hours.. could be days, could be weeks, could be months…"

"You're kidding… We can do this. Money's no object. He's strong. He's in great shape. He's healthy. He's going to pull through."

"Miss Babcock… it could be years."

This time CC didn't try to hide it. For the first time in her life she broke down, and she didn't know when the pain would ever stop.