A/N - I was watching Annie with my daughter the other day and this story popped into my head and wouldn't leave. This is my first fanfic, I hope you enjoy.

"It'll be fine, nothing to fear

She'll be as happy as she was here.

Things have worked out, much better than planned

It makes you smile, when fate takes a hand.

And I know I'll forget, how much she meant to me

And how she was almost my baby. Maybe." - from Annie

Oliver Warbucks stood on the balcony of his office, watching the car holding his daughter drive away. How he had come to think of Annie as his daughter after such a short time, he wasn't entirely certain. The little girl just had a way of worming herself into even the hardest of hearts almost instantly. And Oliver knew about hard hearts, his had been crusted over tightly for as long as he could remember. But Annie had broken through. The shell around his heart slowly breaking off piece by piece, until it was laid bare and vulnerable. Only to have it ripped out and torn to shreds, then stuffed back inside his chest, broken and bleeding. He sighed deeply, taking a small sip of brandy from the glass he held in his hand.

He thought he had lived his life in such a way, as to protect himself from that kind of hurt. He kept people at arm's length, never becoming too close to anyone. He had acquaintances and business contacts, no friends or romantic entanglements. Sometimes it was lonely, but it was a lot safer and a lot less painful than this was. He sighed again, thinking of another who had chipped away at the cracks in his armor until she had broken through as well. He set the brandy snifter on the balcony railing, placing the heels of his hands on either side, leaning forward, looking out into the darkness. What was he going to do about Grace?


Grace Farrell stood outside the door to the office, hand raised to knock, when she heard quiet singing. Grace's breath caught as she heard the melancholy in Oliver's words, the sadness in his voice and she had to lean against the door frame for support. She rested her forehead and the palm of her hand against the door, a few tears leaking from her eyes. 'Oh Annie,' she thought. 'How are we going to go on without you?'

Grace wrapped her arms around herself, thinking of the child that charmed everyone she met and had them wrapped around her finger within moments. She certainly had done so for Grace, the moment she caught sight of her in Miss Hannigan's office. Grace had been trying to crack through that hard shell of Oliver's for years and Annie had managed to do it within days, hours really. Grace was frightened of Oliver's reaction to Annie's departure and how he would cope. His normal stoicism had gotten him through the immediate shock of her leaving, but Grace knew that wouldn't last forever. And what of the two of them? She had felt closer to him in the last few days than she had in all the years she had worked for him and had been thrilled when he seemed to return her feelings of interest.

She shook her head, feeling guilty of worrying about her possible relationship when Annie was gone and Oliver was hurting. She turned and pressed an ear to the door again, and hearing nothing she squared her shoulders and made a decision. She would help Oliver get through this, they would help each other. She raised her hand to knock again, then thought better of it and opened the door and walked in.


Oliver started slightly as he heard the door open behind him. He knew it would be Grace. No one else would have entered without knocking and mere days ago, she would not have either. He found himself almost smiling at her boldness, just one of the things about her that intrigued him. He heard her soft footsteps cross the office and enter the balcony behind him.

"Oliver?" she said tentatively and he turned to look at her. He saw that she had been crying, her face was flushed, her eyes red and tear tracks still made their way down her cheeks. He saw the pain in her eyes and knew that she loved Annie just as much as he did. He knew what he should do, what she wanted him to do and if he were honest, what he wanted to do as well. He should take her in his arms and let them comfort each other in their grief, take solace in knowing he still had this beautiful, intelligent woman by his side. They could help each other, he knew they would never get over Annie, but they could move on, together.

But this pain he felt right now, this hole that had been torn through his heart, he couldn't bear it. He couldn't stand if something happened to Grace, if she left him one day, as Annie had. Years of closing himself off to everyone had made the pain, when he had finally let himself feel again, just that much worse. He knew he wouldn't survive pain like this again because for all his temper and blustering, he really was weak. Grace was the strong one, the one who took care of everything, the one who would make it through. She didn't need his help, she could do it on her own. He slowly began to weave the tight casing around his heart once again, as he spoke.

"Miss Farrell, we'll need to get started on the Pittsburgh factory in the morning. I've been putting off the reorganization for far too long. We'll have to close it all together if I don't do something quickly." He turned from her then and walked back into his office. He sat down at his desk, opening a file and flipping through papers. Grace hadn't moved and he glanced at her from the corner of his eye. She still stood on the balcony, a look of shock on her face, but recovered herself quickly.

"Of course, sir," she replied as she walked into the room. She paused at his desk, trying to catch his eye, but Oliver pretended he didn't see. Eventually, she crossed the room to the door and paused.

"Good night, sir," she said quietly, a hint of a quaver in her voice. Oliver grunted in return, not trusting himself to speak, knowing his voice would break worse than hers had. He didn't see the hurt cross her face as he ignored her. She left the room and closed the door behind her and as it clicked shut, Oliver sighed and leaned back in his chair and closed his eyes.


Grace walked quickly from the office to her room, forcing herself not to run and stifling sobs until she reached her door. She pulled her bedroom door shut behind her and sank down onto her bed, pulling her knees up to her chest. How could she have misread things so completely? Of course Oliver, no, Mr. Warbucks, didn't have feelings for her. It was nothing more than his love for Annie that had spilled over and made him friendlier with everyone. The rest of the staff had remarked more than once on the change, he was less grumpy, there wasn't as much yelling and they had actually heard him laugh quite often in the last week. It had nothing to do with Grace and how he did, or didn't, feel about her. And now Annie was gone, a thought that tore Grace's heart in two, and she and Oliver were back to Miss Farrell and Mr. Warbucks. The thought of that brought on a new round of tears and Grace was unsure if she was crying over Annie or the loss of a relationship she never really had.

How could she continue to work for him now, knowing how she felt about him, how they might have grown to feel for each other? Of course, she had felt this way for quite some time, but because he didn't return her feelings, it was easy to keep hers hidden. But now, even though the moments they had shared had been brief and innocent - a touch of the hand, a shy smile, him telling her she was pretty, she wasn't sure she could go back to the way it had been. Knowing Oliver knew how she felt, or at least suspected in any case, how could she go back to being just his secretary? And Annie was gone now, she didn't even have the little girl's light to look forward to every day. Perhaps it was time to move on, start fresh somewhere else.

But the thought of leaving, really leaving the place she considered her home, was enough to pull Grace from her misery. She sat up, her tears stopped and chastised herself. 'Pull yourself together, Grace,' she admonished. She was being ridiculous and letting these silly school-girl feelings run away with her. She was a professional, she could and would act as such. She stood and went to her bathroom to wash her face and make herself presentable. If Mr. Warbucks wanted to get started on the Pittsburgh plant in the morning, she had things to do. She looked at herself in her mirror and clucked her tongue in annoyance at the hair falling softly around her face. What had she been thinking? She made to start winding her hair into her usual pinned up style when she heard a commotion from downstairs. Curious, she opened her door and listened, hearing Punjab and the Asp talking to what sounded like a young girl. Then she heard Annie's name and practically flew down the stairs.

Standing just inside the front door were five little girls, all dressed as rattily as Annie had been when Grace had first picked her up at the orphanage. They were arguing with Punjab, telling him they needed to speak to Mr. Warbucks. As Grace descended the stairs, she noticed that Punjab was holding an even smaller girl in his arms. Grace hurried toward the group, wondering what on earth was going on.

"Pepper look, it's her, the lady that came and got Annie," one of the girls insisted, pointing at Grace. Grace looked at the girl, but didn't recognize her, there had been so many girls at the orphanage.

"Punjab, what's all this?" Grace asked as she approached. Before he could answer, another of the girls spoke up.

"Please ma'am, we need to talk to Mr. Warbucks. We live at the orphange with Annie. We need to tell him something. It's really, really important." Before Grace could question the girls further, she heard footsteps on the stairs. Oliver had heard the commotion as well and come to investigate. Grace, Punjab and the Asp steered the girls toward the stairs, Punjab still holding the smallest, who had apparently fainted. As the girls told them all what had happened with Miss Hannigan and her accomplices, Grace had to grab the Asp's shoulder as her knees buckled in fear. She looked up and her eyes locked with Oliver's. He was white as a sheet and she took a step toward him, fearing he might trip and tumble down the stairs. Punjab was quicker and reached his employer first, grasping his arm, while still holding on to the little girl with the other.

Grace drew in a deep breath to center herself and went into action mode. Punjab's grip seemed to have done the same for her boss as she looked up at Oliver again and saw that he had done the same, yelling for everyone to call the police, the mayor, the President, and to get the cars and auto copter ready. Grace bustled the girls off with Mrs. Greer and Mrs. Pugh and ran to put in her phone calls. Ten minutes later she was in the driveway with Oliver, climbing into the car with him. He looked as if he was going to argue with her, then nodded and they drove off as fast as Oliver could go.