A/N: I've been watching reruns of The Nanny. My take on what we don't see in The Dummy Twins with what is admittedly a less snarky, more contemplative take on the relationship between CC and Niles. And, of course, I own none of characters related to The Nanny. Just playing with the plot bunny.


CC Babcock wasn't certain of the exact moment she realized she was going through the motions, but she knew the exact moment she was called on it. Ever since Nanny Fine had become the second Mrs. Maxwell Sheffield (likely even before that), CC kept up the act of pining for an unobtainable man. She had been doing this for so long that it became second nature.

Then Niles proposed. CC could not accept the proposal, not under those circumstances. Too many people were present. The whole fiasco reeked of desperation. Niles himself looked so lost and pathetic. No, she could not accept even if, in the back of her mind, she knew a better offer wasn't coming any time soon, if ever.

Why, though, had she kept up her act of indifference during their "date?" She could have come clean to Niles and told him that she no longer cared about the pursuit of Maxwell, that she did not have those feelings for her business partner. Old habits die hard, and she ended up hurting the gentlemen's gentleman worse than she ever had before with that stupid recording. This had to stop – her façade of indifference and his wallowing in self-pity.

While the Sheffields looked on, Niles told CC Babcock off in no uncertain terms. She saw the look in his eyes as he told her about her own pathetic existence. She saw the hurt, the desire, and the love.

The love…

CC's carefully built castle crumbled around her as she was forced to confront the truth. Everything she had been denying for years fell away. If she carried on as she had been, she really would die alone and miserable, an old and bitter hag who had pushed away everyone she cared about.

She said as much to Maxwell and Fran then mentioned her impending resignation. She knew she held on too long. It was time that she moved on with her life.

She managed to get no further than the end of the block. By the time CC walked back to the Sheffield residence and wandered to the terrace, nearly everyone had gone to bed. The house was dark.

"Oh, just rub it in why don't you?" the voice that haunted her dreams said. Niles was sitting in the dark, no doubt feeling sorry for himself and regretting his recent decisions. CC knew exactly how that felt.

"Niles, you can't quit."

'Rich, coming from you."

CC sat next to Niles on the bench. To his credit, the soon-to-be-ex-butler did not move away. "They need you. They don't need me." She needed to say those words out loud. They had never really needed her, but there she always was. Niles did not respond. "You're right about me," she said, pushing on. "I have been an absolute cow to everyone, but especially toward you. How do you end up loving that?" Her tone was genuine, full of wonder and self-reflection.

She pulled the tape recorder from her bag and took out the tape. She set it between them.

Unlike Niles, CC had never openly displayed interest or care for anyone except Maxwell Sheffield. Whoever managed to snap up the butler was getting someone who would be present in even the worst of times. Yet here they were… their worst of times.

Niles, very quietly said, "You're witty, intelligent, and beautiful. There's plenty to love behind that caustic exterior you insist on keeping up."

The mocking laugh that would normally have come out stayed in. The one person who seemingly loved her without condition would end up being the hunk producer's butler. He didn't care about their station in life being so opposite. He wasn't interested in her money or prestige. Niles loved CC for herself. Was his lack of station and money what held her back?

When she failed to respond, Niles stood and began walking away. He was truly leaving her. He showed no interest in the tape recording. What's done was done. CC's heart hurt at the thought of losing Niles. Her stomach ached. She felt the prick of tears in her eyes. Niles was closing the kitchen door as she sprang into action and followed him. Her hand managed to catch the door just before it clicked closed.

"You damnable woman. Why can't you leave me in peace?" Niles said in an angry whisper. Even in his current predicament, he was thinking about everyone else in the house being asleep.

CC, for once, said nothing. She reached for Niles, her lips desperately seeking his. She put all her fears and insecurities into that kiss. Her frustration, desires, and regrets worked their way in, too. She held on to him as she released the kiss. Niles stood, unmoving in her arms. They stared awkwardly at each other, CC's hands moving to Niles' face. He kept his hands at his sides, his eyes imploring hers for answers that could not easily be given.

"What the hell, Babcock?" Niles asked in shock. They had kissed before, whether accidentally or purposely, but not with so much emotional baggage.

She was not ready to say the words and she certainly was not yet ready to agree to anything so binding as marriage, but she was not about to let him leave so easily. Even if she had to go, he had to stay.

CC Babcock kissed Niles the butler with all she had, willing him to stay and asking his forgiveness at the same time. Niles kissed her back this time, his hand wrapping around CC's waist to hold her close to him. When they broke apart for a moment, he said, "Let's take this to the bedroom, shall we?" His voice was low with desire. Forgiveness would come in time.

"Let's see what you got, butler boy," CC said, her forehead resting against his. She absently traced a heart against the fabric of his shirt over his own heart with a finger.

He gave her a small smile then took her in his arms and carried her up to his bedroom where they would, eventually, be found sleeping together by the Sheffields later that night.