Disclaimer: I don't own any part or character from The Nanny…yet.

A/N: I just thought this would be fun…Set on Boxing Day…traditionally the 'day after Christmas'.

Boxing Day is an interesting holiday, widely observed across what was once the British Empire. Generally held on December 26th, it is a day when the wealthy would traditionally give gifts to their employees or to people of lower social classes. More interestingly, the wealthy would often trade places with their household servants for a day.

Trading Places

"Oh come on, CC…it might be fun!" Max coaxed. "We'll get to see how the other half lives."

CC frowned at him. "I don't want to see how the other half lives, Maxwell. I don't like the other half."

"I'll owe you." Max offered at last.

CC narrowed her eyes at him. "Anything I want?"

"Within reason." Max answered.

CC sighed. "A nice dinner out, just the two of us, no business?"

"It that's what you want afterwards…then yes." Max agreed freely.

CC smiled broadly. "Then fine, I'll play along, for your little Boxing Day experiment. Now what exactly will I have to do?"

"Well, I'll be trading places with Niles and you'll be trading places with Miss Fine." Max explained. "The children won't even be here, so you're job will be marginal."

CC grinned. "If the children won't be here…why do you need the nanny at all? Can't I have the day off boss?" CC laughed lightly.

"Well, you'll have to ask Mr. Niles, Miss Babcock…I'm just the butler." Max smirked at his uncanny ability to ruffle CC's feathers.

CC's eyes got very big. "Wait a minute…So, Niles is going to be the boss for this little game?"

"That's how it goes. He trades places with me." Max smiled wondering what CC was thinking.

CC laughed that sultry laugh she usually saves for backers or Niles. "I'm just wondering what I…I mean what Nanny Babcock will be able to get out of Mr. Niles."

"Now, CC…" Max warned. "You just remember, I'm really the boss and Niles can promise nothing unless its' of a personal nature."

Fran chose then to stroll into the office. "Uh…you wanted to see me Mr. Sheffield?" Fran asked cautiously wondering if she'd done something wrong…again.

"You called, Sir?" Niles came into the office.

Max stood and CC moved to her usual place on the green love seat. "Yes, Miss Fine, Niles…I've planned a little surprise for you both. You are well aware that the children will be visiting with Sara's parents on the day after Christmas. So, I thought it would be fun if we spent the day celebrating a traditional Boxing Day."

"Wha?" Fran asked fearing what exactly 'Boxing Day' meant.

"Don't worry, Miss Fine." Niles comforted. "It's a good thing."

Max smiled. "That it is. Starting at 6am, so yes including breakfast, the four of us will trade places for the day. I will serve as butler and Niles will take my place. CC will trade places with you Miss Fine." Max waited to see if there would be a question. "Our day will end at midnight. So, if there are any grand plans you have for while you are us…you need to keep them within the time frame I've allotted. The only exception to our little game will be should something serious arise with the children or the business. Everyone understand?"

"Sir…what exactly will I be expected to do as you? I mean if there isn't any actual business to attend to?" Niles did have a valid point.

Max nodded. "Good point, Niles. CC and I will conjure up some typical daily business for you to take care of. You'll get a taste of what we do all day and maybe you'll both realize just how good you've got it."

Niles tossed a sideways glance at Fran who decided to speak up. "Hey, wait a minute, Mr. Sheffield…if the kids are gonna be at Sara's parents, then Miss Babcock won't really have anything to worry about…that doesn't seem fair."

"That's alright, Nanny Fine. I'll just call my mother and pretend to listen to her, then I'll sit in the kitchen and watch Max stand at the kitchen sink. I've got it covered." CC laughed.

"No…" Max interjected. "I think Miss Fine's right, CC." Max sat for a moment. "Miss Fine, Niles…you prepare a list of a typical days activities for CC and I to take care of. Do you think you can do that?"

Niles and Fran smirked and exchanged a knowing look. "Oh, yes, Sir…I think we can manage." Niles smiled. "Sir, one more question. I assume that I am to return your office to you as I receive it…correct?"

"Absolutely, Niles, if I find so much as one file out of place…there will be hell to pay." Max was absolute.

"So then I can be assured that you'll return my kitchen and the rest of the house to me in the same order and condition in which you receive it?" Niles waited knowing this would be a tough sell.

Max stood and crossed his arms over his chest. "The same order or better, it's a promise."

"I'm good." Niles looked at Fran.

"Well, Miss Babcock can't possibly mess up the kids…they won't be here. So…I'm good too." Fran and Niles left.

CC waited until Niles and Fran were just outside the office before winking at Max and saying, "Max…aren't the nanny and the butler fooling around?"

Niles and Fran stopped in their tracks. They looked at each other with matching conspiratorial grins and bolted into the kitchen.

The family spent a wonderful Christmas together around the tree. CC joined them, as usual and it wasn't until Sara's parent's picked up the children that they started discussing 'Boxing Day.'

"Ok, Niles…what do I have to do in the morning?" Max asked.

Niles smiled. "Oh, I put everything on a schedule, Sir. I've listed everything in fifteen minute intervals." Niles handed Max his schedule.

"Niles…you can't be serious. This can't possibly be a typical day!" Max couldn't believe the list of tasks he held in his hand.

Niles looked down at the hands he clasped at his waist. "Well…no…I must confess it isn't a typical day, Sir. It's actually a rather light day, but I could add the rest of it, if you'd like."

"NO!" Max clutched the list to his chest. "I'll just take care of this, thanks."

CC crossed her arms over her chest. "Well, Nanny Fine…do you have a schedule for me?"

"Of course…now…if I'm supposed to do all the stuff that you have for me…you have to do all the stuff I have for you…agreed?" Fran prompted.

CC extended her hand for the list Fran held. "Oh absolutely…I promise I'll do everything on your little list."

"Ok, good, remember, you promised." Fran handed CC the list.

CC rolled her eyes and started reading down the list, laughing a bit when suddenly her eyes grew big. "NO!" CC leapt up off the sofa. "You do not do this and I don't have to!"

Max reached for the list. "Let me see it, CC."

"Here…start at number 4." CC handed Max the list.

Max started at number 4 as CC instructed. "Uhm…" Max couldn't hide his silly grin. "I hate to tell you this CC, but Miss Fine does indeed to everything on this list. And, if I might say, rather well." Max blushed and stammered trying to regain his dignity.

"Oh you've got to be kidding!" CC snatched the list back.

"Miss Babcock, it's only fair. The kids won't be here, so I have to give you all the things I do when the kids aren't here." Fran winked at Niles.

"Maxwell Sheffield you are going to owe me so big for this!" CC said furiously. "I'm going to bed. I'll see you all at breakfast." CC started up the front stairs to her guest room.

"Miss Babcock…I've left one of my bathrobes in your room for tomorrow. And you can feel free to peruse my closet for some appropriate nanny wear." Fran called after her making CC cringe on the stairs.

Max stood up. "Well, I have an early day tomorrow…I'd better head up myself." Max stretched. "Good night, Niles…Miss Fine."

They stood and watched as Max made his way up the front stairs. "Miss Fine…you are a genius. If tomorrow doesn't work things out for you and Mr. Sheffield, I don't know what will."

"Well, I think you're getting the better end of the deal, Niles. Both Miss Babcock and me throwing ourselves at ya…" Fran playfully smacked his arm.

"It's a tough job, but someone has to do it." Niles laughed and the two made their way into the kitchen.


The next morning Niles was seated dressed in black slacks and a black button down with a casual suede jacket over top waiting for his breakfast. "Niiiiiiless!" Max bellowed from the kitchen bringing a satisfied smirk to Niles' face as he waited knowing that Max would appear soon.

The door to the kitchen swung open and a less than perfectly quaffed Max stood there. "Did you need something, Maxwell?" Niles asked in his best 'man of the manor' voice.

"Yes…Sir…I'm afraid breakfast will be slightly delayed." Max announced through gritted teeth.

Niles smiled politely. "That's fine old man…it would seem Miss Babcock has decided to sleep in a bit with the children away and who knows when Miss Fine will arrive for work today."

Max made a face but said nothing and returned to the kitchen as Fran walked in the dining room dressed very much like the business woman that she was pretending to be. "Hello, hello!" Fran took the seat CC usually occupied. "Niles…where's Beulah with breakfast?" Fran and Niles exchanged a silly, excited smirk.

"It would seem Maxwell is having a bit of trouble this morning, Fran. I'm sure it won't be long." Niles leaned into Fran. "We should hear the back doorbell any minute."

CC made her entrance in 'fine' fashion wearing the bathrobe Fran had left in her room the night before. "Good morning, everyone!" CC was careful to run her hand along Nile's shoulders as she passed behind him on the way to her chair. Niles, unprepared, couldn't control the little shiver it caused.

"Wha happened ta Max?" CC did her best nasty 'Fran' slang. "Max are ya ok in there?"

Max entered as if on cue carrying the finished 'breakfast'.

Max placed everyone's plate of pancakes, complete with pineapple smiles (a la IHop) in front of them. "This looks simply wonderful, Maxwell." Niles offered and glanced at Fran.

"Geez, what took you so long, Hazel…IHop have a heavy morning of deliveries?" Fran tossed out in her best haute attitude.

"Oh do shut up." Max barked at Fran.

"Maxwell!" Niles snapped his head to face him. "You will not speak to Miss Fine like that."

"I'm sorry, Sir. I've had a rather difficult morning." Maxwell tried to seem contrite.

"That's no excuse, Old man. Now apologize to Miss Fine." Niles was a little put off at Maxwell's behavior knowing it's not something he'd ever get away with.

"I'm sorry, Miss Fine. I shouldn't have snapped at you." Maxwell offered. "Now, I should see to the coffee."

"You know, Mr. Niles…" CC started. Ya could take it a little easier on Max. After all, it's not like Miss Fine didn't have it comin'."

Niles frowned at CC, shocked at her admission. "Well, I suppose you're right Miss Babcock." Then turning his attentions to Fran he added, "Miss Fine, I do wish you would be easier on Max. He's truly a treasure and I'd be lost without him."

"Well," Fran started not making eye contact with either of them. "He does look really cute in that apron."

"I would so not say that." CC snapped suddenly out of 'character'.

"What did you say, Nanny Babcock?" Fran looked at her questioningly.

CC grumbled. "Nuthin'." CC spent the rest of breakfast eating and watching 'Miss Fine' come onto Mr. Niles. She couldn't help but let her thoughts wander as she watched. "I don't do that…I mean I do…but not that way. Oh God…I really do… That's so pathetic CC. But look at him…black pants, black shirt and that jacket…wait! That's not Maxwell…it's Niles! Geez…ew…why in the hell…I need a drink."

CC was pulled from her thoughts when Maxwell stood over her with the coffee pot. "I'm sorry, Miss Babcock, but did you want coffee?"

"Oh, uhm…yea…thanks Max." CC nodded and returned to her breakfast.

Niles stood. "Excellent as always, Max. Fran…I'll be in the office when you're finished."

"I'm right behind you, Niles, and it's quite a view." Fran turned and smirked at both CC and Max.

Niles and Fran made it to the office before they burst into laughter. "Turn off the intercom." Niles instructed Fran knowing that Max and CC would be hovering over the one in the kitchen.

Niles sat carefully in Max's chair. "So…what did Max and CC leave for us to do today?"

"Well, the list says that I'm supposed to read over this stack of plays and you're supposed to pour through those contracts and make any changes." Fran looked at the list. "Is that all they really do all day?"

Niles laughed. "Oh I highly doubt it. Miss Babcock spends quite a bit of time on the phone yelling at directors and choreographers and the like. And Mr. Sheffield is always dealing with the cry baby backers."

"Well, Niles, darling…we should get to work." Fran winked at him. "If I know my schedule…and I do…Nanny Babcock will be flittin' in her any minute to plop on the corner of your desk with some story about her mother or the kids."

Niles made a goofy face at the thought. "I have to say, Fran…" Niles started in his best 'not the butler' voice. "I do so look forward to that." Niles grabbed the first contract and started reading over it.

Niles made his way easily through the first contract, not realizing how straight forward they were, when Nanny Babcock blew into the room.

"Mr. Niles!" CC practically sang as she strolled in wearing a short black mini skirt and black tank top under a well fitting red blazer. She took the 'usual' spot sitting on the corner of the desk. "I have to talk to you about something…personal." CC nodded toward Fran who was sitting on the love seat with her legs tucked up underneath her.

"Uhm…Fran…" Niles starts softly.

"Oh, come on, Niles…we've got work to do…can't you just tell the help to get out." Fran barked very 'CC' like.

"Well, she is the caretaker of my children; I should take time to listen to what she has to say." Niles didn't take his eyes off CC for an instant.

"Oh fine!" Fran snapped. "I'll go see what Benson is up to in the kitchen." Fran smirked as she started out of the office.

Niles waved after her. "Fran…close the door will you." Fran did as he asked and left Niles and the very attentive CC in the office.

"Well, Miss Babcock…what is this personal thing you need to discuss with me?" Niles stood and placed a hand on either side of CC and leaned in very close.

Their eyes locked for a moment and CC seemed to lose all train of thought. "Wha?"

"What is this personal thing you need to discuss with me?" Niles leaned in close whispering in her ear.

CC's eyes instinctively closed at the nearness of him. His breath on her neck sent a shiver down her spine and his very scent seemed to overpower her. "I…uhm…I Dear God you smell good."

"Really?" Niles pulled back bit and gazed at her. "Miss Babcock…CC…there's something I've been meaning to tell you…something I've been afraid to tell you."

"What is it…Mr. Ni…Niles?" CC nearly cooed still mesmerized by the scene she was playing out.

Niles pulled her off the desk, turned her around in his arms and backed her lightly against the book case. "I do believe I'm in love with you."

"Wha?" CC responded, unsure if it was or wasn't in character. "Mr. Niles…Niles…Oh God…" CC had lost all ability to concentrate when Niles started nipping at the skin of her neck. "We have to stop…what if…Max…or…Miss Fine…"

"I don't care anymore, CC. I can't not do this any longer; I've wanted you for too long to let another thing get in my way." Niles leaned into her making her gasp as the feel of his excitement against her. "If you don't stop me, this will happen, CC."

"Oh God, Niles…" CC's head was spinning with overwhelming feelings. This was Niles, not Maxwell, this is the office, the place she works every day. This is…this is… "Boxing Day!" CC's head snapped back to reality and she pushed him slightly away.

Niles looked confused. "What?" His breathing was labored and heavy.

"This is just about Boxing Day…this is low Niles…even for you." CC stood and looked at him with harsh eyes.

Niles shook his head. "I don't believe you. Do you really think so little of me? That I would do this just because it's Boxing Day?" Niles stepped back from her. "Go home, CC."

CC looked at him and the tables had been turned. He sat on the corner of the desk, looking dejected, hurt, and vulnerable, like CC had never seen. Something happened in the split second between him saying 'go home, CC' and her seeing him in an entirely new light. "Niles…" CC stepped toward him. "Please…I need the truth, just this once."

"Fine." Niles answered without looking up. "What do you want to know?"

"Was any of it true? How much was Niles the man and how much was Niles pretending to be the boss?" CC stepped close in between his knees.

Niles groused. "Niles the man...I thought I was just the servant."

"Niles, please…look at me." CC was soft, but serious

Niles lifted his head. "It was all true. Yes…it's Boxing Day…so I got to be the big shot producer and you were the help. I got to say things and do things that I couldn't dare when our situations are reversed. But not a word of it's untrue. I am in love with you, CC. I have been for more years than I can remember. I'm sorry that I took advantage of the situation. I don't feel much like playing this game anymore." Niles looked away and CC stepped back allowing him to stand and leave the office.

CC stood and watched him go. "CC you are an idiot of the highest degree." And she dropped into the desk chair. CC sat and let her thoughts run wild in the silence of the house. "Niles is in love with me? Dear God, what am I supposed to do with that?" Her eyes closed and her head dropped back against the smooth leather chair. Her mind led her back to just a few short moments ago…His hands roaming her body, his breath on her neck his lips kissing and nipping at the skin on her throat. Then he pressed against her… "Oh God…never before have I ever felt so…wanted, so desired, so…loved. And he smelled so amazing and looked…" CC couldn't help but sigh at the thought of him… "Niles is an amazing man, smart, witty, charming and when he takes me in his arms and kisses me I'm completely lost to the world. What does it all mean?"

CC's eyes shot opened and she sat up in the chair. "I'm in love with Niles. That's what it means. That's what it's always meant. All the little jabs and barbs and tricks; seeking him out for nothing but a little witty repartee, keeping him at arm's length all these years, no closer but not quite letting him go; it all comes down to the same thing. I'm in love with Niles." CC stood up final knowing just what she needed to do. Finally knowing just what she wanted to do. CC Babcock, society heiress and big time Broadway producer was in love with the butler…and no one was going to stop her from telling him.

CC squared her shoulders and made her way into the kitchen. When she tossed open the door she gasped at the sight of Maxwell pinning Nanny Fine up against the sub zero. "Hey…don't let me disturb you…I'm just passing through." CC continued on her mission and started up the back stairs.

She stood before his door and raised her hand to knock before realizing how she was dressed. CC shook her head and quickly ran down to her room and changed into more CC like clothes. Not a business suit or a fancy dress, but her more casual CC look. One quick check in the mirror of her less than 'Nanny Fine' make up and she was out the door and up the hall.

Standing outside his door again, CC took a deep breath and knocked. Niles opened the door. "What is it, Miss Babcock?"

"We need to talk." CC offered plainly.

Niles stepped out of the way. Still in his 'Mr. Niles' attire, CC couldn't help but check him out. "Well, I told Max and Fran I didn't want to play anymore and I left them in the kitchen."

"I'm not here about the game, Niles. Do I look like 'Nanny Fine'?" CC did a little turn.

Niles shook his head. "No, but you could never really look like Fran…" Niles didn't know what he was saying or why he was saying it. "What do you want, Miss Babcock?" Niles finally closed the door and turned to face her.

"You, Niles, just you." CC stepped forward nearly pinning Niles to the door of his room. "You see, I've had a little bit of time to think and something has occurred to me."

Niles backed himself against the door. "CC…" CC smiled, her excellent memory would definitely come in handy now. CC locked her eyes to his. "Niles…there's something I've been meaning to tell you…something I've been afraid to tell you." CC

"What's that, Miss Babcock?" Niles swallowed hard.

CC broke eye contact and grazed his cheek with hers as she whispered in his ear. "I do believe I'm in love with you."

Niles could feel his resolve crumbling. "CC…if this is a joke or…"

"It's not." CC pulled back to meet his eyes. "I can't do it anymore, Niles. Lying to myself has gotten too hard and to tiresome. I've wanted you for too long to let another thing get in our way, including my pride and stupidity." CC took his face in her hand and his mouth in a warm, wet kiss. Her tongue grazed his lips begging entrance and they deepened the kiss. "Oh, God, Niles, forgive me for ever pushing you away."

Niles kissed her throat bringing a soft moan from her lips. "CC…if you don't want to do this…"

"Make love to me, Niles…please." CC's head dropped back as Niles continued his assault on her neck.

They so quickly removed their clothes that they nearly fell over the accumulated pile on their way to Niles' bed. CC lay back on the bed and reached for him. "I love you, Niles."

"I love you, CC." Niles took his place beside her on the bed.

Niles and CC spent the better part of 'Boxing Day' in Niles' bed. They made love and talked and slept and made love again. They talked about their past and what they wanted from their future…together. As 'Boxing Day' finally drew to a close Niles looked at her in the soft glow of the city light peeking in his window.

"CC what do you want to tell Max and Fran tomorrow?" Niles whispered softly and he pulled her back tightly against his chest.

"Well, I don't think it'll be any shock to them after what I saw on my way up here this morning." CC answered softly.

Niles kissed her hair and breathed her in. "What did you see, Love?"

"The butler fooling around with the bosses' partner." CC tossed out her sultry laugh.

Niles laughed lightly. "Good, then they already know."

"Good night, Niles…I love you." CC pulled his arm tightly around her.

Niles sighed. "Good night, CC. I love you too.