This one shot takes place during season five. It changes how C.C. goes to the place. It is the complete opposite of my other story. If you like somewhat sad stories, you should like this one.

Disclaimer: I have the freedom to use this thing called my imagination, although it may be scary at times, it's all mine.

It was spring time in Manhattan and it was taking its effect on everyone. Love was in the air for Max and Fran. After four, almost five long years of hiding feelings, they were engaged. The love that they shared not only blinded them, but the children and Niles too. Everything was perfect, except… C.C. Babcock.

She had always been a smart, classy, and beautiful woman. However there was one thing she lacked, love. She grew up with a broken family. Her mother never even wanted her. Her siblings were the only people who paid her any attention, but seeing as they were older than her, they moved out when she was a teen. Growing up without a parent's love can lead to her exact issue, false self-confidence. That's when someone acts confident around others, but tears themselves down when they're alone.

C.C. knew that her feelings for Maxwell had never really been serious, Sarah was her best friend. She was not jealous of Fran because she had him specifically, but what it represented. "She's so blessed. She has a man that loves her. The children love her. Even Niles loves her…" The last one was the one that hurt the most. The day that C.C. first started to work for Maxwell was the day that she fell for Niles. She considered asking him out until he insulted her for the first time at lunch. She hid how much it hurt her on the inside and played along, thinking that it would be a one-time thing. Boy was she wrong.

Not a day has gone by that Niles did not insult her. He constantly picked on her weight, intelligence, class, gender, and anything else possible really. "He treats me like dirt. He will never love you and no one ever will, just like he said. The rest of your life will be filled with pain and loneliness. No purpose, just here…" These thoughts had always gone through her head, but now that everyone else was happy, it was getting worse.

2 Weeks Later

C.C. storms into the kitchen to see Niles sitting at the table talking to Fran. It had been a particularly long and hard day and C.C. was not in the mood for games. "Niles! I asked you to get me coffee ten minutes ago! What the hell is taking so long?!" Before he had a chance to answer, she got louder "Unlike you who just pretends to do stuff, I actually have to work! I spend all day cooped up in that office, and most of my time at home is spent on work. With that being said, I would think that you, the Butler, could get off of your ass and bring me some!" She had no clue what she had expected him to say, but it wasn't this. "First of all let's get this straight. You work all day long desperately throwing yourself at your boss. When you're not doing that, you are actually working because you have absolutely no friends to talk to. I wonder why you don't. _ Oh yea, maybe it's because you're snot nosed Bitch who is cold, cruel, and heartless. _ when you fix that I'll get you some coffee."

C.C. had never been talked to that way, and normally it wouldn't have hurt so much. It was Niles, of course they were mean to each other, but never that mean. "Oh my god, he's completely right. I don't get why I am even here anymore." Niles expected that there would be hell to pay, but was shocked when she just walked out of the kitchen. He turned to Fran and she shook her head at him.

"Niles that was horrible to say! I know what she can be like, but you NEVER say those things to a woman. You and I both know that she's been more on edge since the engagement, so you need to apologize." Niles knew that she was right; he never meant to say all those hurtful things. "I think it's better if I let her cool down a bit so we can rationally talk about this." Fran agreed and they settled into an awkward silence.

At her penthouse, C.C. was laying on the couch crying her eyes out. "I can't believe he said that to me! I'm never good enough for anyone. He's right… I'm an unlovable Bitch!" She got up and ran to kitchen. She retrieved the scissors. "He'll never love me." She them made a few small cuts higher up on her wrist to relieve some of the stress she had been feeling. She wasn't to the point where she would end it all yet, but who knows. She made a few cuts on her other wrist and watched as the blood trickled down. Her breathing calmed and the tears ceased. This felt much better.

Niles had looked everywhere for C.C., but she was nowhere to be found. She had left. "Great now I have to apologize and chase her…wonderful." Niles had always cared for C.C., he was in love with her. He remembered the day she first came through the front door. She was beautiful with long flowing blond hair and black glasses. He knew he didn't have a chance with her, so he attempted to get over his feelings by making fun of her. When that didn't work, he used his zingers to grab her attention. He loved when he could get her to smile at his really good ones. Niles retrieved his coat from the closet and was on his way.

C.C. sat on her couch again; absorbed by the designs her dried blood was leaving on her creamy flesh. It almost was like a work of art. Each line had its own characteristics, curved, straight, or broken. It was fascinating to watch. She was pulled from her thoughts when she heard a loud knock on her door. "I just won't get it; maybe they'll think that I'm not home." Without warning, Niles walked through the door; he had a key to her house.

Niles was not sure what he'd see when he walked through the door. Maybe she would be sitting there fuming with a scotch in her hands, but not this. His breath caught in his throat when he saw her wrist covered in blood. Without think he ran over to her, "Babs, why did you do this? I am so sorry about what I said earlier, I didn't mean any of it. Don't do this to yourself." She was not fazed by his apology. She simply answered him with a frail voice that was clearly shaken. "It makes me feel numb. It feels much better to watch the blood than it does to think about my failure of a life. I have no one to call mine and no one who loves me. So who would care if I just finished the job and ended it all now?"

Niles knew it was now or never, "I care." He said it no louder than a whisper. She looked up from her wrists and into his eyes, "What did you say?" This time he grabbed her hands in his and locked eyes with her, "I care. I didn't mean anything I said earlier. You are a beautiful woman and I was a fool." It was obvious that she still doubted him. He sighed and looked into her eyes again. This time seeing the years of pain and abandon she's gone through. "C.C. I am going to get you help ok?" She slowly nodded but then stopped, "But I'm scared." Niles smiled warmly at her and lifted her chin so she would look him in the eye, "I promise to be there every step of the way, and for the rest of my life." He kissed her on the forehead and gathered some of her things. It was going to be a long stay at "the place".