A/N: Hi everyone! The story I am about to share with you is a little fill in the blank of the episode The Whine Cellar. Some bits of what happened are from the episode, of course. I own nothing, unfortunately. Anyways, hope you all enjoy.

Lingering Memory

C.C. and Fran had been stuck in the wine cellar for quite some time now. During this time, C.C. had consumed a whole bottle of wine, which had caused her to reveal some of her deepest insecurities to the woman she hated most. She was in slight hysterics as she told Nanny Fine about her unreturned feelings for Maxwell and her fears about ending up alone.

Fran had actually taken some pity for the woman who had shown her nothing but distaste since the first day she had met her. This pity wouldn't last long, however, as the door of the wine cellar opened and Maxwell Sheffield came to their rescue.

"Oh, there you are! We've been looking all over for you!"

Fran, taking on the "sister" attitude, felt the need to defend C.C. and shielded the two of them from Maxwell by crossing each of her index fingers into an X. While doing this she exclaimed:

"Hey, stand back, stay away from us you destroyer of girls' lives!"

"What?"

"Go tell him sister!"

Truth be told, C.C. was just relieved at this point that Maxwell had finally come to their rescue. Being in such a confined space for so long had really gotten to her and the fact that she had been stuck down there with Nanny Fine made her all the more grateful that Maxwell had come to their rescue. Knowing this, her response may have seemed less surprising.

"Maxwell, thank God!" she exclaimed before giving him a quick hug.

"She never shuts up! She's been saying the most terrible things about you!"

Fran just stood there with her mouth hanging open, stunned at C.C.'s betrayal.

"Ladies, ladies, let's go upstairs where we can talk about this. Your obviously very shaken after your ordeal…C.C. have you done something with your hair?"

Maxwell turned around and C.C. started to follow. Fran, of course, was still a little peeved at the fact that C.C. tried to make her look bad in front of Mr. Sheffield. She decided she would have a little fun of her own and get C.C. back for her deception.

"Oh Ms. Babcock!"

"What?"

"You left your purse!"

"Ooh!"

C.C. went to retrieve it, turning her back to the door. Fran waved with a slightly evil smile on her face before shutting the door to the wine cellar.

C.C. retrieved it quickly and turned around to a door shut in her face. She was in such disbelief that she just stared at the door for a few minutes hoping that maybe Fran would realize she was still in there and let her out.

After a few minutes of staring at the door, she came to the conclusion that Fran would not be letting her out and she started to become quite tense. Her tenseness quickly turned into hysterics and she started pounding on the wine cellar door begging for someone to let her out.

Niles, of course, knew that she was down there as he saw Max and Fran emerge from down below. He immediately headed down there, slightly intrigued at the fact that him and Babcock would be alone.

He could hear her banging and screaming as he descended down the stairs. Part of him laughed at the fact that Fran had played such a dirty trick on her and, truthfully, he probably would have done the same thing. The other part of him, however, felt guilty as he listened to her get worked up. Clearly, she was not the type of person that could handle confined spaces. The side of him that cared about her welfare was getting the better of the side that liked to see her suffer and so he decided that he would open the door and let her out.

He slowly opened the door and peered inside the wine cellar. He noticed her immediately. She was sitting down with her head in her hands and from what he could tell, she appeared as if she was crying.

Seeing her like this actually pulled at his heartstrings tremendously. He had this strong urge to comfort her, but seeing as he didn't have a great deal of experience in showing compassion towards Babcock, he wasn't sure how to go about it.

So he stuck with a more familiar method of interaction.

"Babcock, you lush! I see that you are on your second bottle of wine. If we leave you down here long enough, there won't be any wine left and we will have to roll you out of here."

C.C. looked up at him, slightly shocked that she was actually being rescued. If it hadn't been for his wise crack, she wouldn't have known that he had come in at all.

It took her a minute to process what he had just said to her. Normally, she would have had no problem thinking of a retort, but she was still quite shaken from being locked in there, alone.

Because she was still on edge, her emotions started to get the better of her and tears streamed down her face. Of course, she didn't want Niles to see her like this and so she turned her back to him, clasping her hands around herself with crossed arms to stop herself from shaking.

He realized, now, that her anxiety had been more serious than he originally thought and he slowly walked toward her before speaking to get her attention.

"Ms. Babcock, are you alright? You know, as much as it pains me, I do plan on letting you out of here."

She continued to show signs of shellshock. Niles had never seen her this worked up before. She was still shaking slightly and before he could stop himself, he wrapped his arm around her, clasping her upper arm and pulling her close to him.

He was ecstatic to see that she wasn't repulsed by his touch, however, her nervousness was still evident as she began to pace around the room. Finally, she opened her mouth to speak, the panic evident in her tone.

"Oh, I hate tight and confined spaces! Reminds of that time I was locked in our neighbor's tool shed when I was a child. I swear to this day, a rat rubbed against my leg. Are there any rats in here? Those creatures are absolutely frightening."

She felt something brush against her leg and she quickly flinched and gasped in fear before realizing it was just the shelf holding the wine bottles. She continued to pace around the cellar mumbling to herself.

C.C.'s anxiety was actually starting to rub off on Niles as he watched her, hysterically, pace around the room. He knew he needed to calm her down and so he briskly walked toward her, stood in front of her and grabbed her shoulders. He lightly shook her while telling her to calm down.

"Miss Babcock, calm down. Everything is ok. Look, the door is open. I'm here, you're not alone. "

As the words came out of Niles' mouth, C.C. suddenly showed a change in her demeanor. She had become completely still as his hands lingered on her shoulders. It was as if she had entered some sort of trance and she was mesmerized by everything about him. She looked deep into his cerulean blue eyes and reveled in the feeling of his strong hands grasping her shoulders.

He couldn't help but take in everything about her as he lightly grasped her shoulders. He was mesmerized by her soft blue eyes staring into his. He couldn't help but admire her perfect red lips and the smell of her perfume.

He suddenly lost control as his body acted before his mind could tell him otherwise. He cupped her cheek, taking in the feeling of her soft angelic skin. He was really taken aback, however, as he felt her lean into his hand.

What he felt he should do and what he wanted to do were 2 different things at this point as he slowly cupped her other cheek and planted a soft loving kiss on her lips. He pulled away quickly, however, as he realized what he had done.

What he did not expect, however, was that she would pull him into her and crush her lips on top of his. She took him in with her hands, exploring the feel of his broad shoulders and running her hands through his hair. She moved her hands back downward again before pulling him in even closer to her.

He could feel her pressed up against him as her lips parted for entry. He ran his tongue along her lips, memorizing the taste and feel of every little millimeter of her full red lips. His tongue entered her mouth and he could taste the vintage wine she had had earlier as he explored the sides of her mouth. Their tongues continued to dance and entwine with one another quite elegantly. The two of them shared a beautiful rhythm that could have easily had a musical score attached to the suction that was taking place.

Niles continued to explore this statuesque woman, running his hands up and down her back, memorizing the contours of her curves. The two of them broke apart for the need of oxygen as Niles began to run his fingers through her hair. He stopped however, as he realized that stroking her hair would not be an easy task for it was still teased up, resembling the style of Fran's Aunt Frieda.

Niles couldn't help but laugh as his hand remained entwined in the highlighted strands of C.C. Babcock's teased up hair.

"Ms. Babcock, this is quite a nice look for you", he laughed.

C.C. put both her hands on top of her head, trying to get an idea as to what had been done to her hair.

"Niles, what atrocious hairstyle has Nanny Fine inflicted upon me?"

"Oh my gosh, you haven't seen! Well Ms. Babcock, come on down…or I guess, in this case, up!"

He grabbed her and the two of them quickly ascended up the stairs. Niles continued to pull her up the staircase to one of the upstairs bathrooms that had a very large mirror.

"Oh God, what has she done to me?"

"You look like, Sylvia Fine, herself!"

C.C. just glared at him and he put up his hands in surrender.

"Maybe if I wet it, it will look closer to normal. Niles, would you fetch me a towel please?"

Niles just walked out of the bathroom to grant her request. Truth be told, he was quite taken aback but extremely excited about what had just happened. That kiss with Babcock had been quite spectacular and his mouth among other things begged him for more.

Of course, he figured that this kiss with Babcock was most likely a "caught in the moment" happening, for she had been extremely hysterical and quite vulnerable. If only all this could amount to more, but of course he was fooling himself.

He retrieved the towel and headed back to the bathroom to give it to her. When he walked in, he saw C.C. with her head bent as she let the water drip from the strands of her hair. He could see the back of her neck and desperately wanted to brandish that area among others with aggressive kisses.

He walked toward her with the towel as she slowly tilted her head upright. He could feel droplets of water hit him as she sat up. He couldn't help himself and he grabbed one of her wet strands of hair, playing with it in his hand as she turned to face him.

He quickly dropped the strand of hair, hoping she couldn't read his feelings and desires as their eyes met.

"Niles, did wetting it work?"

He looked at her. Her hair was dripping wet, lacking its normal body and completely disheveled and unkempt in appearance. And yet, Niles had never felt more turned on as he stared at Babcock sitting on the edge of the tub in front of him. He gulped, hoping to keep his composure as he handed her the towel.

C.C., of course, could tell something was different about him as he handed her the towel. She tossed her hair over her head and wrapped it up in the towel before meeting his gaze once more.

Truth was that she wasn't completely herself either, as what happened in the wine cellar completely clouded her thoughts. That kiss was by far the best one she'd ever experienced and not 30 minutes ago she was babbling on about how she would like to spend the night with Maxwell. Suddenly, she wasn't so sure about the accuracy of that answer. I wonder what is on his mind? I can tell something is different about him.

She was about to inquire about his sudden change in demeanor but was at a loss for words as there eyes met one another once more. His piercing cerulean eyes making contact with her soft sky blue ones.

The two slowly inched toward one another, both standing up in the large bathroom of the Sheffield Mansion.

"Niles…."

"Miss Babcock…."

And their lips captured one another before anything else was said. They both were clearly stunned by their sudden giving into their desires, but quickly adjusted to the circumstances. C.C. wrapped her arms around his neck and he grabbed her by the small of her back, before wrapping his arms around her waist.

Niles moved his hands up her back. He was ravished by the feeling of her back in his strong palms.

As their tongues entwined, C.C. could taste the chocolate cake and punch that Niles had earlier. She relished in the sweet flavors and the two of them continued to passionately kiss one another while ravenously memorizing every inch of one another's upper body. They broke apart in desperate need of air, but not before Niles planted a few kisses down her neck. She purred in pleasure as he brandished her with kisses.

However, as soon as they both realized what was going on, they backed away from one another. Both of them were clearly afraid to be vulnerable especially when it meant their vulnerability would be exposed to each other.

"Um…Niles, thank you for letting me out."

She said quickly before removing the towel from her wet hair and turning her body to sprint down the stairs.

She felt his hand grab her wrist, however, as she began to frantically flee.

"Miss Babcock….C.C., don't you think we should talk about what just happened?"

She was still flustered, her cheeks flushed red as he sprung this question on her.

"Uhhhh….yes, later…"

He had moved his hand from grabbing her wrist, to taking her hand in his. They lingered in silence for a moment as they reveled in one another's touch.

"You promise, C.C.?"

"….Later Niles…"

And she left the bathroom to go downstairs. So many things had happened that night and she was completely overwhelmed. She really did want to talk with Niles about everything, but the truth was, she needed time to think because she was unsure of her feelings for him or for Maxwell, whatever feelings or lack thereof she had for him.

With this in mind, she quickly grabbed her coat, opened the door and sprinted to her BMW where she drove home, thinking about everything that had happened so suddenly in her life.

She desperately wanted to talk to Niles after she had the night to think everything over. She intended to keep her promise to him and talk to him the next day about everything that had happened.

Unfortunately, what a person intends to do doesn't always happen. Generally, C.C. Babcock was a person that kept her word when it came to voiced intentions or plans. However, their talk never was followed through with.

That didn't mean, however, that their short time together in the wine cellar and Sheffield bathroom was forgotten.

…..

Niles headed down the stairs, shortly after C.C. and immediately ran into Fran. Of course, she immediately had to be a yenta and inquired where he had been for the last hour. Niles, decided it would be best not to mention what happened between him and C.C.

"Niles, did you let it out?"

Niles smirked to himself before making up a little white lie to feed Fran.

"Yes, and the villagers were not happy."

"So where have you been for the last hour?"

Thinking about telling her, he did a hand signal imitating the curves of a woman's figure. He could only keep a secret for so long and if Fran asked, he would tell her.

He regretted it immediately, however, thinking again that maybe C.C. wouldn't want anyone, particularly Fran, to know before they talked about it.

"So you met my cousin, Sophie, nice huh?"

Niles didn't even think about her, but was thankful that Fran didn't suspect anything.

"Yowser", he said happily before immediately walking away, his mind drifting back to thoughts of C.C.

Niles was greatly anticipating discussing what had happened that night with C.C But, unfortunately, they never had that talk and things went back to normal between them.

That doesn't mean, however, that the precious moment between them was forgotten. The memory would linger in both their minds for years to come. Only after finding one another would they speak of what happened that night in the wine cellar.