Author's Note: I need to thank Andrea (iloveromance), because her story "The Niles I Never Knew" planted the seed for this. Also, I want to mention Melinda (samanddianefan10), since this is a "gift" to her, as well as my first attempt at writing Lilith. I sincerely hope I've done justice to one of my favorite characters in the Cheers/Frasier universe!

When Niles awoke, he felt a strange sense of guilt. Somehow, he knew he'd done something very wrong, but he wasn't quite sure what it was. Then he became aware of someone else in the room. He slowly rolled over, and noticed a very pale arm sticking out of the covers. His heart raced. Had he allowed himself to be seduced by Maris yet again? As his eyes traveled upward, he saw the face of the woman he'd spent last night with. It was not his pale, thin wife, but rather his pale, thin, ex-sister-in-law. As the events of last night came back to him, he began to hyperventilate.

Lilith woke to the sound of breathing. She squinted as her eyes opened, and she saw Niles staring at her in shock, gasping for breath. "Niles, calm down."

But the sound of Lilith's famous monotone voice actually had the opposite effect. His hyperventilating became worse.

Rolling her eyes, Lilith got out of bed. She walked over to the table, where a bottle of champagne stood inside a paper bag. Apparently, neither of them had had the sense to put it on ice last night. But it didn't matter now. She quickly took the bottle out of the bag, and handed the bag to Niles. He breathed into it several times, and his breathing became more normal. "Thank you," he finally said, handing back the bag.

"You're welcome." Lilith took it and placed it back on the table. "Well, I would ask if you enjoyed my...…..company last night, but I can see that you didn't."

"Oh, Lilith, this is no time for jokes! We slept together! Oh, this is awful!"

"Now, Niles, let's be rational. Obviously, we made a mistake. But it's over, and no one has to know."

A fresh wave of guilt hit Niles as he considered the ramifications of what he'd done. "Oh, God, I've betrayed Frasier in the worst way possible. And Daphne. This is a disaster!"

"Wait a minute. What does Daphne have to do with this? Does she know of your feelings toward her?"

Niles shook his head. "It's more clear than ever that I'm not worthy of her. I'm not worthy of anything!"

"Niles, please, get hold of yourself. We are two adults who lost our minds for a moment, but as I said, no one needs to know."

"But I don't love you...I love Daphne. How could I be here, doing this with you, when I love her? Oh, God."

Lilith sat on the bed next to him. She took his hands in hers, hoping he would listen to her. "If you really feel this strongly for Daphne, perhaps you should tell her."

"I couldn't. How could she love me? Even I don't love me right now!"

"Listen to me." The sound of Lilith's firm voice finally made Niles look at her. "What we did here is shameful. We can agree on that. But perhaps some good can come of it."

Niles looked at her in confusion. "What?!"

"You just told me that you shouldn't have been with me last night, when you love Daphne. If that's true, then perhaps you need to tell her. I don't mean that you have to tell her what happened, but maybe it's time you went from pining for her to actually loving her."

Her words surprised Niles. But in a way, it did make sense. Because, while he was aware that he'd crossed a line in sleeping with his brother's ex, he also felt guilty for somehow betraying Daphne. She may not be aware of his feelings, but Niles was, and apparently, he hadn't been thinking of his beloved angel when he came here. "I've tried so many times to tell her. But every time I do, I just get so dizzy, and I can't think straight."

"Well, you are a psychiatrist, aren't you? What do you tell your patients to do when they are nervous about speaking?"

"I tell them to picture their audience in their underwear. I don't think that's going to help, Lilith!"

A sigh escaped from Lilith. "You just have to make up your mind. Don't second-guess it. Just go over to Fraiser's, and tell her how you feel. I know this is difficult, but isn't it better than living your whole life miserable?"

Niles thought about what she was saying. He hated to admit it, but Lilith did have a point. Seeing Daphne each day, loving her, was just too painful. There was always the question in his mind, What if?What if I told her? What if she didn't feel the same? What if she did?

Suddenly, he stood. "I'm going to do it. Thank you, Lilith!" Before he could stop himself, he kissed her cheek. Immediately, he blushed. "Um, sorry..."

Lilith nodded. "Yes, yes, I know. Just go!" She waved him out the door. Sleeping with Frasier's brother had been a horrible mistake. But maybe, just maybe, there might be a happy ending for Niles.