She spends half of the cab ride to her penthouse in a hollow stupor. One slip of her finger on that damned tape recorder, and her entire life unspooled in a matter of minutes.

It started the same way all their little spats do. They're simply incapable of speaking to each other without snide remarks slipping out even when they're on sunnier terms, and the climate between them has been downright thunderous the last few days.

If anything, it seemed to go pretty well at first. When Niles' patience snapped after her recorder went off, he reverted back to a more familiar version of himself and that relieved her. For the first time in two days, she knew how he worked, could anticipate with alarming accuracy every kind of verbal weaponry he'd try on her.

An animal joke? Insinuations about her weight? Questioning her femininity? Check, check, and check. All the hallmarks of one of their typical disputes were present, so of course she didn't take him any more seriously than she did the rest of his whole stupid charade.

It looked to be shaping up to his best finest one yet, likely would have been had she fallen for it. Instead, she played along. She wanted to beat him at his own game this time. Let it be her finest moment and her sweetest victory over the Tilex Troll this time.

For a while, she was quite impressed. It was the strangest game he ever tried to play with her, and my, oh my, did he ham it up with the extra proposals and the spurned wannabe lover act. She assumed he didn't want to be the first to concede defeat despite the fact it should have been apparent that she'd figured out the whole song and dance. His reactions seemed so genuine that even the entire Sheffield family was convinced of his distress. They played right into the palm of his grimy little oven mitt, pitying him and naively suckered into trying to lure her into his trap as well.

That man might not be ready for the big leagues on Broadway quite yet, but he probably could stage his act and garner an Obie for his performance. Bravissimo, Butler Boy. What a fine method actor he might have been.

Except she was wrong about everything. Before she could begin to understand what was happening, he changed their unspoken rules. From common cheap shots to utter seriousness, he switched so swiftly that she's still struggling to comprehend what happened even now, a mere ten minutes later.

While nothing within their tumultuous pseudo-feuds has ever been considered off-limits, there's always been an understanding that they don't mean most of it. Much of what they say to each other isn't true at all and the things that are always have been flaws in which they're already self-aware, even if neither are proud of nor pleased by having such things pointed out on a regular basis.

Niles knows that he's squandering his intelligence and talents in a thankless job with a pitiful income. He points it out to everyone even more often than she does. A misplaced sense of loyalty to the Sheffields and an almost uncharacteristic dearth of confidence have led him to waste half of his life cleaning up other people's messes. He's also the laziest and nosiest person she's ever met.

In turn, C.C. knows she's self-centered and arrogant. She's never liked change not brought about by her own hand and she seeks stability with a variety of vices, alcohol in particular. As various aspects of her life have spiraled out of control the last few years, though, it's helped to dull her ever-increasing sense of panic. It's the one thing aspect she's kept under control for the most part.

Or so she believed.

There's always been an understanding that they don't mean most of what they say to each other, that most of it isn't a genuinely held belief, but this time Niles meant every word.

Even worse, he's right about most of it.

But the most galling part of all, the part that perhaps shocks her the most? She just stood there, frozen, as he cracked apart and crumbled all of her fanciful illusions. She couldn't even look him in the eye as he predicted a fearful future for her, as she realized herself how desperately she didn't want such a reality.

As she realized with a great deal of confusion that there never was an act after all, and even his proposals were sincere in intent if perhaps lacking in heartfelt desire.

It pisses her off.

She failed to fight back, to prove him wrong. She didn't point out the parts where he's dead wrong nor did she demand he explain himself to her. That's just not like her at all.

And as for his proposals? If he finds her so delusional, so damned messed up, then why the hell would he want to marry her? To save her from herself? Out of some ill-considered crusade to try and fix her? Desperation?

She doesn't think he'd try to marry her for money at least, but that's cold comfort at this point.

It's clear that she needs to move on from this toxic environment – another thing he's right about, damn it. Before she can, though, she needs to know just what on earth is going through that muttonhead's half-baked mind.

"Hey, driver, turn this rattletrap around. I need to go back."

She spends the rest of cab ride back to Maxwell's house trying to calm back down again.

Niles is almost ready to take his first sip of wine when his bedroom door swings open and the bottle is yanked from his hand. He looks up and expects to find Mrs. Sheffield hovering over him.

Instead, he gets Miss Babcock.

How he manages to keep his eyes in their sockets at the sight of her, he'll never know. After the scene they made in the living room a little while ago, he doubted they'd cross paths ever again. He's not sure whether to be dismayed or elated that she's here, whatever her reason.

As he peers up at her, baffled by her reappearance, she examines the wine label. He half expects her to bash it over his head. Instead, with a shake her head, she clutches the acquisition to her chest lest he try to snatch it back from her.

"Nope, not this time."

Dismayed. He's not sure what she wants but he's definitely dismayed now.

Crossing his arms and leaning back against his headboard, Niles tries to maintain an air of cool indifference. He's worn his heart on his sleeve enough lately, and for doing so, all he's gotten in return is the spiked heel of a Manolo Blahnik through its center.

"Just what the hell are you doing here, Babcock?"

She's calm, eerily so. "The only thing I hate more than you being right is me proving your point for you."

He rolls his eyes. He can't help it. So much for indifference then.

"Well, thank you, Miss Cleo, for that intuitive glimpse into your psyche. I'm glad we clarified that point. Now gimme that back. I'm quite certain you can afford to restock your bar without stealing from me."

Her lips thin a bit at his snide tone but she remains almost unruffled by his sarcasm, like she's determined not to let him get the best of her for once. Her tone is firm and measured when she speaks again but she sounds tired rather than mad, and that's almost more of a surprise than her materializing in his room.

"First of all, Niles, you don't get to declare that I'm the raging drunk here only to send yourself into a stupor an hour later. Secondly, we're not going to be able to have the conversation we need to have if you're even the slightest bit intoxicated."

"Hypocrite," he mutters, not wanting to give her an inch. "That's your natural state."

"If I can do this sober, then so can you."

A rather childish part of him takes satisfaction in the peevish strain that's creeping into her voice. Good. He's not ready to absolve her of what little sense of contrition he figures she may be experiencing right now. When and if he does reach that point, he suspects there will be several U.S. states if not the entire Atlantic Ocean between them, along several years of trying to heal.

"Oh, please. Like I'm supposed to believe you didn't crack the champagne the moment you realized you're truly rid of me this time." Never mind how much he still doesn't want to be rid of her. Not even now.

Niles stands up then, his intention to continue with his packing, but that juiced-up harridan blocks his path. Her face scrunches up with something that might be fury, and for a moment, he thinks she might slap him. Or choke him. Something violent no doubt.

He's ill-prepared for what she actually does.

She grabs him by the tie and yanks him forward. The kiss is hard and only lasts for a few moment, but it's enough to make her point.

It's also enough to make him want her just that much more in spite of himself. Damn her for that.

The hurt on her face is genuine when she steps back and glares at him for a long, agonizing moment.

"Did that taste like I've had anything to drink recently, Niles?"

That wasn't supposed to happen, wasn't part of her plan, but damn it, he just would not let the subject go. She had to do something to make her point.

He's still dazed and comically slack-jawed when she darts out the door and across the hall to the nearby bathroom. It's only a short delay, however, before he scurries after her just in time to see her pour the contents of his wine bottle down the drain.

"Just what the hell are you doing?!" he hisses from the doorway.

She drops the empty bottle into the wastebasket, then crosses her arms as she turns back to him and leans against the sink. "Dumping this out! What does it look like I'm doing, Lysol Lips?"

He may be well within his rights to be upset with her but good lord, she is losing patience with his refusal to allow this conversation to move forward.

"No, you simpleton, I mean why are you even here?"

She takes a certain amount of satisfaction in seeing him as baffled and harassed as she's felt in recent days. Good.

"If you'd been listening instead of arguing with me like usual, maybe you would have heard the part where I said there are some things we need to discuss."

"Like what?" That petulant expression of his that she hates so much is starting to appear again. It makes him look like an overgrown toddler.

"When we both leave this household for good tomorrow-"

"W-what?!" he chokes out. "When we both leave for good?"

"I'm also resigning but that's not the point." She ignores the fact that he's still sputtering at that revelation. "The point is that we need to set the record straight. I have some questions you need to answer and a few misconceptions I want cleared up, then we can go on our merry ways."

He rubs his left temple, still shocked by her bombshell. "I think this would go over a lot better with that wine you just dumped out."

That's it. What little bit of calm bearing she's maintained evaporates. She should've known better than to think she'd be able to handle confronting their many issues with anything resembling patience and serenity.

"Oh, sure, because getting thoroughly tanked has served us so well over the years!" She snaps, throwing her hands up in exasperation. "Great idea. Except that it accomplishes nothing more than both of us being even more confused than before. No, I'm not doing it anymore, Niles. This time it's just you and me, both of us with clear minds."

While her anger ignites, the fire and fury that compelled him to chase after her extinguishes within him and he steps away to go back to his room. "You've already made it perfectly clear what's on your mind, Miss Babcock."

She scrambles after him in case he tries to lock himself inside. "No, I don't think I have, actually. Furthermore, I still haven't the foggiest idea what on earth is really going on in yours."

Niles looks back at her, stunned and a little bit disgusted. "That much should be obvious as well."

She shakes her head and sighs. "Not really, Niles."

For the first time in two days, he forces himself to look at her without the haze of dashed hopes coloring his objectivity and he's stricken with the worst realization.

"You really thought it was a prank."

"Well, yeah," she says. Her eyebrows raise, as if to ask if it really has taken him this long to figure her out. "Until about half an hour ago, of course I did. It is our preferred mode of communication."

Oh, what a mess he's created.

He's spent much of the past couple days wallowing in self-centered pity and nursing the acute ache in his heart left by her rejections. Not that the proposals were supposed to happen, not like that, never beyond the ethereal realm of his daydreams, but...well, they did and he couldn't just snatch back the words once he said them.

Well, he could have. Perhaps he even should have. She'd have been none the wiser and he would've saved face by playing off the whole thing like another one of his tricks. Unlike his soon-to-be former employer, however, in matters of the heart, Niles prefers to stand by his words and actions, however ill-timed and ill-considered they might be.

He must admit he never considered her point of view at all, though. He's been so absorbed in his own torment that he never stopped to think about how she perplexed she might be as he fumbled his way around in pursuit of marital bliss. It never occurred to him that that perhaps all the fondness he has for her actually wasn't radiating off of him, a bright neon sign of desire and adoration. It never crossed his mind that she'd maintain the standards of the old rulebook, that she wouldn't notice he'd thrown it out for something much more satisfying than resolving one's frustrations, sexual and otherwise, through witty repartee.

The last forty-eight hours make a little more sense now.

And yet...

It's not at all rational to feel such a way, but he must admit he's disappointed in her. Throughout the years, they've had moments together that transcended their usual routine and outward emotions. Even in the early days, when he genuinely detested her and her feelings were very much mutual, a distinct undercurrent of animalistic magnetism existed between them. Over time, and particularly in the last couple years, it's shifted from good old fashioned lust to something deeper, something flirty, affectionate, and - at least for him - loving.

He knows she's not always the most observant creature, but is she really that oblivious to the depth of emotion between them? So much so that she'd believe this to be another prank?

"I thought you knew me well enough to realize I would never joke about something as serious as this."

"So did I," she admits. "but then I thought you knew me well enough to know I'd need a little more romance than being pummeled with proposals out of nowhere. I may be lonely, Niles, but I'm not quite as desperate as you must think I am."

Chastened, he looks down the hall for a long moment and then holds his bedroom door open for her. "You'd better come on in. If the Sheffields hear us, they'll want to intervene again, and I think we both know that'll cause more trouble than it's worth."

She nods and steps inside before turning to face him again. She wastes no time jumping straight into the conversation she's demanding.

"I'm not in love with Maxwell, you know. Not anymore anyway. You were right about many things you said earlier, but you were totally off base with that one."

He'd probably fall over if he didn't have the door behind him as support. "Then why-"

"Why not?" she cut him off. "It's no secret that Nanny Fine and I don't like each other. It annoys the hell out of her. And even better than that, it really seems to annoy the daylights out of you. You know how much I like that."

She gives him a small smile. He wishes he had it within him to reciprocate. This attempt at civility, though, isn't yet cause for celebration as far as he's concerned.

"With all due respect, Miss Babcock, absolutely nothing's changed about how you behaved around him or treated anyone else, so that's a bit hard to believe."

"Look, Niles, I didn't spend three months receiving intensive psychiatric therapy only to walk out of there in the same mental condition I was in when you first sent me there."

His stomach churns at the mention of her breakdown. He hates himself for the role he played in pushing her to that point. The pranks and taunts went too far sometimes, but he never intended to break Miss Babcock's spirit in the process. Shuffling over to the edge of his bed, he sits down and tries to breathe his way through the urge to throw up.

"I owe you an apology for that, by the way," he whispers.

Her eyes widen at his admission and then she looks away from him and swallows.

"Thank you. To be fair, though, I really did need it. Yes, you may have exacerbated a few of my issues, and if you want to feel bad about something, then there ya go, but you were never the root of any of my problems. Those were already there long before you ever thought to add dirty dish water to my coffee or call me the Wicked Witch of the Upper East Side." She wraps her arms around her waist, her discomfort in being this open with him apparent. "If anything, you may have kept me somewhat grounded. You never let me become too wrapped up in my wishful thinking. I might've had my little crackup even sooner if it hadn't been for you and it's possibly I might have been too far gone to bounce back from it."

He can't believe she's admitting any of this to him.

He's not sure whether to be grateful or feel worse than ever.

"Anyway, I was in love Maxwell at one point, but that's faded over the last few years."

"Mind if I ask why?"

She shrugs. "Some of it was realizing I just couldn't compete with Nanny Fine, but a lot of it was Maxwell himself and how he treats me. It's one thing to brush off a romantic overture, but even when things are strictly business, more and more I've felt less like a partner and more like just a convenience or an afterthought to him. If I'm lucky."

"He also has a tendency of cutting you out from things you have every right to be a part of. In fact, he's been doing that for years."

"That too. It's like that party Wendell Kent threw. If he wants to drag around her around to things like that, then fine, but I should have been there too. Especially since Nanny Gilligan tends to muck things up. I'd at least have the opportunity to perform a little damage control."

He arches his brow at her. "Is that what they're referring to those kind of sexual favors as these days?"

It's reflex. It's twenty years of habit. The words are out of his mouth before he even thinks about them, and he cringes as he realizes how inappropriate the comment is to the moment, how he may have just undone any progress they've made.

To his immense relief, she actually laughs and playfully swats his shoulder.

A little bit of tension leaves his shoulders and she finally seems to relax a bit as well. Maybe they'll be able to reconcile after all.

"C'mon, have a seat. I feel like I'm staring up at a mastodon and I'm getting a crick in my neck."

C.C. rolls her eyes. "Follow that up with a comment about my age, Methuselah, I will ensure that you end up as part of the fossil collection in the Museum of Natural History."

Still, she sits down next to him, though she does avoid looking directly at him. She bites her lower lip and traces a pattern on his bedspread with her index finger, the silence stretching between them until she manages to screw up the courage to ask the question that's seems to have bothered her the most.

"Why did you ask me, Niles? Is it because I've put up with you for this long, because you feel sorry for me or what?"

He can't help but gawk at her. She honestly doesn't get it and he is floored by how dense she can be.

"Why does anyone ask for a person's hand in marriage, Miss Babcock?"

"Oh gee, I don't know, Niles. Tax breaks, social standing, sex, boredom, whatever. I mean you can't possibly have asked me because you love me."

He waits until Miss Babcock looks over at him and hopes the truth will show on his face.

"Can't I?"

Her lips part but she's unable to breathe or speak as she stares at him, searching his eyes for confirmation. Finding it, she closes her eyes to stop the tears that threaten to fall.

"You know, you're kinda doing things out of order here." she murmurs. "That's important information that a woman likes to know before she's bombarded with proposals."

"I hardly planned it that way, but all things considered, would you honestly have believed me if I tried that first?"

She doesn't know the answer to that, to be honest.

"And I did attempt to tell you a couple times. Once right before I found out Colon broke up with you-"


"I think Colon suited him better."

"Okay, I'll give you that one." She offers him a watery smile and then her voice becomes soft and childlike. "So those flowers really were for me?"

"Yes, but I chickened out."

"And the second time?"

"Several weeks ago. It wasn't much better than my first try. You came into the kitchen. I was walking out. I kinda said it under my breath as I went."

"Oh. I don't remember that one."

"I think it was right before Mrs. Sheffield confessed to you about the fines we racked up."

It's the wrong subject to bring up right now. The fluttery, pleasant feeling that's developing in her stomach forms into a knot instead and she draws a deep, agitated breath. It may not be logical for her still to be upset about a transgression against a company she's decided to leave, but C.C. can't help but scowl about it.

"Oh yes," she huffs. "Now that part I remember. What on earth possessed you two to do such an imbecilic thing anyway?"

He has the decency to look both contrite and a little scared of her.

"It was Mrs. Sheffield's idea."

That much she believes but it doesn't excuse his part in the whole ordeal.

"And yet you went along with it!"

"Only because I was desperate!"

She realizes that, by losing her cool over this, she's ruining what was almost a very special moment, and furthermore, she risks not getting any more of the answers she needs...

...but her temper flares anyway. What he did was pretty damned stupid.

She glares at him and pounds her fist into the mattress. "You're soooo damned desperate to make a quick buck, so fame-hungry or whatever, that you fraudulently used our names to produce a play! And worse than that, it flopped!"

If she's truthful with herself, it's really that last bit that upsets her the most. If he had to go and do such a thing, the least he could have done was make it a success.

"No, you old fool!" He matches her glare and his speech becomes emphatic. "I was soooo desperate because I wanted to impress you. I wanted you to see me as worthy enough for you, not just a common, penniless housemaid."


Like a long, sharp nail into a tire, his words deflate her indignation and leave her immobile. Again.


" did it for me?"

He nods and returns to a calmer tone of voice.

"I thought perhaps if I could do something successful, if I could change your perception of me and prove that I'm capable of being more than just the Lurch to the Mr. Sheffield's Gomez, maybe you'd consider giving me a chance." Heaving a dejected sigh, he shrugs. "But you see how well that went. We racked up all those fines, the play was a failure, and...and you were just as disenchanted by me as you always are."

For the second time in as many minutes, she's not sure what to think. Her emotions twist between shame and awe. Mostly, though, she's more than a little touched that he went to such lengths. No one's ever cared enough to make such an effort for her, even if this one didn't work out as intended.

"For what it's worth, now that I have all the background behind this whole fiasco, I'm not as disenchanted as you think I am. I...well, I never was," she admits. "And the play wasn't so bad. You two just didn't know how to market it."

That said, she's not going to let him totally off the hook. She pins him with a stern look. "If you ever pull a stunt like that again, though, I'll have you strung up by your Scrubbing Bubbles."

His eyes widen and he leans away from her.

"I won't," he promises and then holds up three fingers. "Scout's honor."

C.C. can't resist an opening like that one and surprises him by suddenly giving him a beaming smile.

"Aww, Niles, I didn't know you were a Girl Scout!"

He feigns a sour expression. "I refuse to be insulted by someone who possesses enough back hair be a Wolf Pack's mascot."

She's probably the only person in the world to find such comfort in an insult, but in that moment, she realizes they'll be okay. The smirk on her face softens into a more gentle smile.

"So...what now?" he asks.

"Well, for starters, you shouldn't resign."

"I'll stay if you do. This job holds little appeal if you're not here to pester." He nudges her with his shoulder.

She snorts at that.

"So, whadda say? Truce?"

His expression is hopeful. She considers the idea for a moment and thinks about how much she really doesn't want to leave her job. Or him if she's honest with herself.

"Okay, yeah. Truce."

To seal the deal, he extends his right hand out to her. Solemnly, she place her hand and his and they shake upon their agreement, but before she can slip out of his grasp, he tightens his grip on her hand and raises it to his lips to press a gentle kiss onto her knuckles.

C.C.'s not able to suppress the delicious shiver that sweeps through her.

"That's only one of the many reasons I asked," he admits.

"Huh?" She's still a little too flustered by her reaction.

"Chemistry. I don't know about you, but for me it never feels like this with anyone else but you."

No, she thinks, it's not just him.

Still holding her hand, he presses it to his chest, near his heart. "Can I ask you something?"

"Depends on what the question is," she says, wary of what he wants.

If he tries to propose again, she still doesn't think she's ready for that. She's not sure she ever will be. For a few interminable moments, he seems to weigh whether he should ask her whatever it is after all, and that long pause does nothing to quell her anxiety.

Just as she's ready to bolt from the room before they both embarrass themselves, he finds his voice.

"How do you feel about me? I mean, seriously. Beyond the obvious, beyond all the frustrations and the physical attraction, is there any sort of sentimental affection for me at all?"

"I, um, well..." She tapers off, frustrated.

Good grief. Her feelings toward this man are complex and often conflicting, and despite thousands of dollars and hours on her therapist's sofa, she has no definitive answer to this question. How the hell is she supposed to explain it to him when she can't even figure it out for herself?

Pinching the bridge of her nose, she sighs. "God, Niles. I'm really not sure where to start or how to put it into words."

"Try?" he pleads.

Well, she did insist that there would be no more misunderstandings after tonight. He's managed to be nothing less than upfront with her. She's owes him this much.

"I am..." She glances at him for just a moment, and somehow within his pale blue eyes, she gains a little strength. "...attracted to you. Obviously. No matter how much I fight it, it's there. It doesn't ever go away. And yet, you aggravate me in ways that no other person ever has. You leave me feeling so horribly vulnerable and I hate that. Absolutely hate it and then you a little more just for making me feel that way. Half the time, I don't know whether I want to shove you down a garbage disposal or up against a wall, and if it's the latter, I'm still not sure whether it's because I honestly want to have my way with you or simply because it might shut you up for a few minutes."

As she admits to that last bit, his eyes darken with what she recognizes to be arousal. It makes her heart beat a little faster.

"Some days, Niles, I don't want to be anywhere near you, and some days, you're...almost my best friend. You know almost everything there is to know about me. You're probably the only one who wants to. In a way, that's comforting, but for the most part it's actually absolutely terrifying. I'm just so confused when it comes to you."

The expression on Niles' face is grateful to her for opening up to him like this. He reaches out to tuck a wayward strand of hair back behind her ear and it's all she can do not to sigh audibly at the action. He then rests his hand on her shoulder, his thumb stroking against her neck, causing her to lose focus.

"For what it's worth, Miss Babcock. I frequently feel the same way. You're the wickedest, most bull-headed, exasperating creature I've ever met. But I also know that no matter how angry you often make me or what I say to the contrary, I'm never happier than when we're together."

"I know. Me too. That's the scariest part of all." Her voice cracks as blinks rapidly to fight back the tears that threaten to fall, but a couple still manage to escape and track down her cheek.

Niles brushes them away and leans his forehead against hers.

"I love you, C.C."

It's not the first time she's heard those words nor the first time that she's believed it.

It is, however, the first time it truly means something to her. As she gasps out a noise that's between a laugh and a sob, Niles gathers her into his arms and softly kisses her cheek.

"Where do you want this to go?"

"I don't know," she whispers as she relaxes into him and rest her head on his shoulder. "I don't know. I can't make you any promises right now."

He nods. "Okay. That's honest enough. I can accept that."

"Can we just take it one step at a time and see where it leads? No pressure?"

He pulls back slightly and cups her face in his hands. "Baby, I'll take anything you'll give me, even it's just for the next few minutes."

She regards him with a calculating eye and then scoffs.

"Really, Minute Maid? I should hope you'll last longer than that."

Nothing has ever made her feel so good about a decision than the way his eyes light up when he realizes what she just offered. It's only there for a moment, though, before that delighted sparkle changes into something more mischievous.

She gasps as she suddenly finds herself pinned down onto his mattress.

"Trust me, sweetheart, it's going to take far more than just a few minutes."

With the full weight his body against hers and the sensations that evokes within her, it occurs to C.C. that she may be the one that will have trouble lasting very long instead. She closes her eyes and bites her lower lip to repress a moan at the thought.

"Yeah, yeah, whatever," she murmurs, trying not to sound as aroused as she already feels. "Shut up and prove it, Soft Scrub."

He adjusts his body in order to hold her tighter against him. "Take that back."

She blinks at him. He probably thinks she's playing coy, but really, she's too turned on to think straight. "Take what back?"

"There is nothing," he whispers against her lips. "that is soft about me right now. Take it back."

This time, C.C. does moan as he rolls his hips against her to emphasize his point, and though a part of her tries to formulate a witty comeback, it's a lost cause. Nothing else really matters when he can make her feel like this. Her hands grip his biceps as he presses his lips to hers, a tentative greeting that slowly deepens when she offers no resistance. Her blood rushes in exhilaration.

Being with Niles like's thrilling and divine and all that heart-pounding magical stuff she said she wanted.

She breaks away from him and buries her face into his neck while she tries to compose herself. "God, Niles, I'm never going to drink again if this is what it's like to kiss you sober."

He pulls back and, for the first time in two days, he grins at her at her.

She thinks she's never seen anything so beautiful.

He's known C.C. Babcock for twenty years. At times, he's outright despised her even as he found himself inexplicably drawn to her.

Thirteen years ago, he allowed himself to stop wrestling with his disturbing attraction and started coming to terms with the idea that it was okay to appreciate her in the physical sense, even though nothing within that abhorrent she-devil reflected her outer beauty.

Almost ten years ago, Niles recognized he was wrong about her in some ways. Beneath the cool, hardened exterior existed a fragile heart that sheltered itself from a variety of torments. Knowing this doesn't change much, but it causes an irrevocable shift within him.

Within the next five years, many of the aspects of Miss Babcock's personality that he once found most disagreeable swiftly started to become the things that, heaven help him, now rather endeared her to him.

Two years ago, he acknowledged that it wasn't just infatuation anymore. She who once he considered to be his worst nightmare somehow transformed herself into the center of his dearest dream.

One year ago that he knew without a doubt that there would never be anyone else for him. He'd never be worthy of her but he hoped nonetheless. He wanted everything yet understood that he was setting himself up for disappointment, yet that became less and less acceptable over the passing months.

Within recent weeks, he knew he needed to act. He had to know if there was even the slightest chance.

Over the last two days, he made a mess of everything.

The last couple hours have been the most anguishing of his entire life.

The last couple minutes have been the most joyous.

It can only get better from here.

He lifts one hand to her cheek and then weaves his fingers through her hair as he leans down to place a trail of kisses along her neck. She's breathless with anticipation even before his lips brush against the sensitive area of skin by her ear, and she whimpers when he gets there. He lingers there, licking, nibbling, and teasing until she writhes against him in unsuppressed abandon, those little whimpers growing into deep moans.

The reality of having her in his arms like this is overwhelming to his senses. Being given the unabashed freedom to kiss her, to touch her, to know he's going to make love to her, it far surpasses any fantasy he's conjured up over the years.

He disengages from their passionate embrace to sit up and helps her do so as well. With her hair tousled, skin flushed, and a wanton look on her face, he thinks she's the sexiest thing he's ever had the privilege of beholding. In fact, for all her fabled beauty, he bets Aphrodite had nothing on this woman.

He leans in to worship her lips again with slow, gentle caresses while he reaches down with shaking hands to unbutton her red jacket and slide it off her shoulders.

"You know, Niles," C.C. gasps when his hands slip under her shirt to caress the bare skin he finds there. "If you draw all this foreplay out too long, the main event really will only last a minute for both of us..."

"Quiet, wench."

"Mmm, somehow I don't think quiet is what you really want," she purrs in his ear before playfully nipping at the lobe.

He growls.

No longer content to remain passive, she stands and tugs him to her. This time there's no lingering nor any shyness as they come together. Even as their tongues tangle, she works to unknot his already loosened tie and makes hasty work out of freeing him from his shirt. They're swift to help each other undress, only breaking apart as the need for air or removal of clothing requires.

When bared to each other at last, Niles admires her as she slinks back into bed and sprawls out upon the sheets. With a radiant smile, she holds out her hand to him in invitation.

The actuality of the moment hits him full-force then. For several seconds, he cannot move and he cannot breathe as it washes over him. She's still here. It's not a joke. It's really going to happen.

The frantic pace that's gotten them to this point diffuses when he grasps her hand, their fingers interlacing as he slips into bed next to her. Reaching out to brush back her hair, he studies her face, the brightness of her eyes, her expectant expression.

He tries to memorize everything.

The feel of her soft skin against his, her arms and legs wrapped around him, anchoring their bodies together as they seek a rhythm. How she sighs his name when he traces his hand down her body and the delicious sting of her nails scratching at his back to urge him for more. The way her skin tastes as he bestows little kisses above her breasts and how the rapid beat of her heart matches his own.

She's under him and above him, and soon all he can focus on anymore is the driving need to bring them both to a blissful culmination. Her body goes taut, straining as she nears the pinnacle, and at last, the sound of her satisfied, guttural cry of triumph fills his ears. It's only a matter of moments before he follows her.

Trembling, C.C. curls up against him and they don't move for several minutes, just simple holding each other as they bask in the afterglow and wonderment of it all. He smiles when he realizes that their breathing has synchronized.

As he looks at her, Niles thinks that, though she seems exactly the same, something is different. There's a certain softness and joyfulness to her countenance that's never been present before now, a glow from within that he doesn't think is just the result of really good sex.

He won't dare to put a name to it yet. He's certain that she doesn't fully realize it herself.

At any rate, it's more than he thought possible after this afternoon.

"Was it as good for you as it was for me?" He teases but he's a little nervous of her answer all the same.

C.C. licks those oh so delectable lips as she rolls out of his arms and sinks back into her pillow. She tries to scrunch her face up in a display of mock disgust. The effect is ruined by the fact that she can't quite contain her satisfied grin.

"Eh. You'll do, I guess."

"You little minx." He attempts to make a face back at her, but he's no more successful than she is at containing the giddy sense of elation bubbling within him. "I'm the best you've ever had and you know it."

She laughs softly as he tickles her ribs. "That's an awfully bold statement considering we only have this one time to measure by. Could've been a fluke."

"You think so? Do we need to do some more trial runs, more rehearsals just to be sure?"

Grasping his right hand from where it rests on her hip, she guides it round her waist as she turns and snuggles up with her back against him.

"Absolutely." She tilts her head back to brush her lips against his as she whispers, "Rack 'em up, let's play again and again. But in a little bit."

His breath catches.

He didn't realize he needed to hear it nor did he think it possible to feel happier than he already is, but her confirmation carries him to a level of euphoria he can't recall ever experiencing.

She wants this to happen again.

As he watches her drift off to sleep, he dares to hope that perhaps, just perhaps, one more dream or two of his might come true after all someday.

A/N: I sincerely apologize for the ridiculous delay in getting out this last chapter. Life did get in the way to some extent, but arrogance in thinking I could wrap up this last chapter quicker than I apparently could played a significant part too. I promise the next time I put out a multi-chapter story, it'll be 100% complete before I start publishing each chapter so this kind of wait doesn't happen again. As someone who's usually a bit shy of reading WIPs herself for this very reason, I feel terrible for dragging it out for so long. I'd specifically like to thank tayryn, seirina, and GleekyGeorgie for their cheerleading, encouragement, and just generally keeping the fire lit under my tuchus so this didn't end up languishing in Unfinished Hell indefinitely.

BTW, if you're on Livejournal (or are willing to join the site), I've created a community there called My Baby By My Side for Niles and C.C. fans (link is on my profile page). We have some lively discussions going, along with fanfic and graphic challenges each week and even more fun plans in the works. I do hope you'll join us! The more the merrier!