Disclaimer: I don't own any part or character from The Nanny… I wish I did! ;)

A/N: CC has a lot of her mind, and she's not happy about it


Niles walked in to the office carrying the tea service with a zinger pursed on his lips. His face fell when he noticed that a certain blonde wench was nowhere to be seen.

"Miss Babcock is in yet, Sir?"

"What? Oh no Niles," Maxwell says, taking off his glasses to look up at him "she called in sick this morning."

"Again? That's been four times in the last two weeks. Has she been to see a doctor?" the concern was evident in his voice.

"I don't know old Man, I've asked her as much but she told me to mind my own business. Well, she wasn't that polite about it." Maxwell put his glasses back on and goes back to his papers.

"Ah, that sounds more like her, Sir." Niles headed to the kitchen, his thoughts in a jumble.

"What was wrong with her?" He had noticed she seemed distracted lately. In fact, if he thought about it, it had been a couple of weeks now that she had not really been acting herself. Just yesterday…

She had walked into the kitchen. "Pour me a coffee, dust mop".

"I thought your kind couldn't be out in the sun?".

She took an obvious breath, and then just said "Just give me my coffee, Niles." She waited for him to pour and then took her cup. "See you later."

"Damn" Niles said out loud. And he realized it was Friday, so there was a whole weekend to wait until he could find out more.


CC was in her bed., exhausted. She had not been sleeping well. She had woken up in a start at three that morning, her heart in anguish and her mind in total confusion. She had called Maxwell when she noticed the clock read 8:30am and she still not gone back to sleep. Once that had been done, she was finally able to doze off for a little while.

"Argh" she woke up holding her head. "Why? Why won't these thoughts go away?!?"

She got out of bed, and headed to the bathroom.

"Maybe a shower will clear my head." she said to the empty room.


"Come on Babcock, pick up the phone" Niles said to the receiver. After the third time of only getting the machine, he resentfully accepted that she was not there or not answering.

"She told Mr. Sheffield that she was sick…so why would she not be home? Or maybe she was home and just not answering? Or she was too sick to answer? "I'll try just one more time…"


CC put the water on as hot as she could stand it. She hoped that heat would burn away the thoughts that had been plaguing her night and day. She stayed there, with the water rushing down on her, and finally, for the first time in over three weeks, her mind was clear. "Finally!" she shouted triumphantly.

She took the shampoo and washed her hair and then poured some shower gel onto her lathering sponge. She washed herself gently, still tired from the lack of sleep. The minute she touched her breast, the images sprung into her head and she felt dizzy. Knowing she shouldn't, she still couldn't help herself from bringing the cloth back over the other breast, giving in to the thoughts running rampant in her head.

She imagined his hands were running over her lovingly right now. She saw him take special attention, making sure every part of her was clean, leaving no piece of flesh untouched. Hypnotized by her own imagination, she let one hand wander lower while she braced herself on the back of the shower wall. The heat of the water only helped her to picture him behind her, feeling that it was his fingers now exploring, probing her more sacred recess. She finally succumbed to the scene in her head, the explosion racking through her body at least relieving some of the stress she was under.

When her breathing came back under control, she turned off the water, grabbed a towel and quickly dried herself off. She had mixed feelings about if this had helped at all. She was feeling a bit better, still tired though, and completely frustrated at herself for letting her head get the better of her yet again. Well, she chuckled to herself, at the moment, maybe frustrated was the right word…at least, she still had her warped sense of humor.

As she padded to the bedroom she heard the phone ring. She picked it up out of habit, not really thinking of the consequences.

"Hello?"

"Are you all right?"

"Niles?"

"yes, I've been calling for the last twenty minutes…why aren't you answering the phone?" His voice was edgy. She didn't like the tone.

"Why are you calling me? I told Maxwell I wasn't coming in today." she snapped back.

"Well, I was… hmpf…Mr Sheffield asked me to check up on you…you've been sick an awful lot lately…and I…hmpf…we, hm. He was worried and wanted me to make sure you didn't need anything." Niles was stumbling, he hoped that she was too sick to notice.

CC could hear the hesitation in his voice, but right now, her feelings were too raw to analyze that any further.

"Well, everything's fine. I'm fine…(oops)…just tired…I haven't been sleeping well…I think it's insomnia…I'm sure I'll be back on Monday. Tell Maxwell not to worry. I can take care of myself."

"Are you sure?…I mean, I could bring you some chicken soup. I made it today…I mean Mr. Sheffield asked me to make some for you, just in case, you know? (nice save old man)"

"Really? Well that was thoughtful of him. But no, like I said, it's not that kind of sick" she paused, "what, no comment?" she added, almost disappointed.

"I thought I'd give you a chance to get better a bit…for old times sake." He had picked up the almost sad note in her voice and wandered what that meant. "You're sure you're alright then?"

"Yes, Dustbuster, I'm fine. All I need is a little sleep" (and a brain transplant) she muttered under her breath, " and I'll be right as rain."

"Ok then, we'll see you Monday." Niles said. "Miss Babcock?"

"What?"

"You'll call if you need anything, right? I mean, Mr. Sheffield wanted me to tell you that if you needed anything, you can call here. He's graciously offered to send me right over." he laughed a bit at that last part, and she joined him.

"Tell Maxwell that I thank HIM for being so concerned about me…but I'll be fine, really. Now, don't you need to go and pretend to do work?"

"Hey, pretending IS work."

"Good one. Bye Niles".

"Good day, Miss Babcock"

All he could think of when he hung up the phone was the two words she had muttered under her breath during the conversation. "Brain transplant? Now what had she meant by that??

She, on the other hand, could only ponder why he was so concerned about her. She knew that although Maxwell may have asked Niles to check up on her, she was sure that he hadn't asked Niles to make soup, or come over, or even to be ready to come over to her apartment at her whim. Maxwell just wasn't that interested in her to be that attentive. Nope, it was Niles who was behind all those offers of help…now she only had to figure out why…


Niles had been lost in thought all afternoon. He mechanically got supper ready for the family and did the dishes on autopilot. His mind conjured up all kinds of weird ideas about brain transplant and what it could mean.

'Maybe she has a tumor? Or some sort of cancer running around in her head?" of course, then he would come up with smart alek comebacks like "well, that would explain why her head is so big, or why everything that comes out of her mouth stinks", and then, he would know that if any of it were true, he would not be able to handle it.

"She can't be dying….I can't lose her…not when I've never even told her…I've never really held her…" he was really moping now….

"Hey Ny-ules. What's wrong with you?" Fran asked from the other side of the counter. "You look real sad, Scarecrow. Anything I can help you with."

"Actually, Mrs Sheffield…what would you think someone meant if they said they needed a brain transplant?"

"A brain transplant? What are you talking about?"

"A friend of mine said All I need is a little sleep and a brain transplant and I'll be fine I didn't have time to ask he-im what it meant, and I haven't been able to talk to him again…I'm concerned…"

"Oh Niles…it's just an expression…like freak me green and call me kermit"

"What?? What does a frog have to do with this?"

"Ok, ok. Sorry, I forget you're British! You're friend probably has a lot on his mind. So when he said, all I need is a little sleep and a brain transplant…he meant, if I could just get whatever is bothering me out of my head, you know, like a broken record, or something like that." Fran went to get a piece of cheesecake from the fridge.

"Oh, well that's a relief. He has been under a lot of pressure with the … with all that's going on at the office where he works…that actually makes a lot of sense. Thanks a lot."

"No problem. Now, has my mother been here already, I can't find…"

"On the bottom shelf, behind the lasagna, I kept you a piece."

"You're the best, Niles, the best!" He left her in the kitchen and headed up to his room. At least she wasn't dying…well, he was pretty sure she wasn't…

If it really was stress, he had a great chamomile and lavender tea recipe that he used when things were too crazy around the house. He decided that he would just get changed and bring her some over.

"I'll take the key with me, so I can just let myself in. I wouldn't want to wake her if she finally fell asleep".

He left the Sheffields watching a movie and enjoying a nice relaxing family night.


CC had spent the afternoon in and out of bed. She did get a nap in a some point, and got something to eat when her stomach wouldn't let her ignore it anymore.

She had tried writing down her thoughts, as her therapist had told her if she could express them, they might leave her alone. Of course, she didn't tell her that reading them would scare her even more.

Actually seeing in words the images that had been constantly running around in her head was more than overwhelming. She also noticed that she spent more time with the details, describing everything methodically, which caused her to imagine more and the vicious circle gave her a headache.

She put the pen down, and walked to the bar, pouring herself a scotch. She took a sip, appreciating the warm liquid as it ran down her throat. Looking out at the city skyline, she asked herself again, "Why me?". Not surprisingly, the empty room held no answer for her, so she finished the rest of the drink in one gulp and headed off to bed.

She put on her favorite sleep shirt, turned out the lights and got under the covers. Amazingly, she fell asleep very quickly….however rest was not on the agenda as the dream started again.


Niles opened the door quietly. The apartment was dark, so he was glad that he had already written a note to leave on the kitchen counter with the special tea mix. It explained how to prepare it, and also how it had gotten there. He took off his shoes to make as little noise as possible, and quietly headed to the kitchen. He was heading out the same way when he heard her

"Oohhh, yeah…unngh…oh…."

"What?" He wasn't sure what to do. Was she hallucinating?

"Just like that…GOD that's GOO-OOD…" he knew now, that he had to get out of there. So this was why she was so tired. And he had been worried…well, he would be ready for her when she got in Monday..and

"Oh Niles, please…stop teasing…"

"What?" Niles looked shocked. He had just heard her say his name, but, how was that possible? Really, did she know another man with the same name as him? Curiosity got the better of him and he had to know…no matter how much it hurt…he just had to. Quickly going to the bedroom door, he nudged it further open, and stopped short when he saw her.

She was alone (thank god) wearing a very flimsy night shirt, with one hand on her breast and the other was between her legs.

"Oh Niles…that's it baby…yes…YES…I'm almost there….ungh…" Her breath was ragged, and he could sense the urgency in her caresses. She had her eyes closed…he wasn't sure if she was actually awake or not…either way, he felt his body respond to the sights and sounds, and before he could talk himself out of it, he had already entered the room.

She was so beautiful, watching her writhing around the bed, obviously excited by him, was one of the most erotic things he had ever witnessed.

He had to say something.

"Miss Babcock" he said softly.

She stopped what she was doing and giggled… "Given the circumstances, you can call me CC" she said.

"CC" He let the name fall off his lips in a caress.

"God, I love it when you say my name. Say it again" she begged of him.

"CC" he whispered again.

"Touch me again, Niles." The request washed over him like a tidal wave. He knew she had taken his real voice and superimposed it to the Niles of her imagination, but the feeling this created inside of him was too hard to control. "Will you touch me Niles? With your mouth? I love it when you do that and I need you, I need it so badly right now. Please…Bell Boy"

Niles was lost. He had only dreamed of this one hundred thousand times, and now, he was here, and she was offering herself to him on a silver platter. He was only a man…he was only human.

"God you're beautiful." he told her. "A thousand times I've dreamt of being here with you." He let his hand touch her leg, slowly moving up her thigh, and just as he reached her core, he stopped himself and cursed under his breath.

He wanted her. Only he couldn't do this. It would be like …well like rape he admitted to himself. Even if she was dreaming about him, it was a dream…you couldn't hold people responsible for their dreams. He pulled back a bit, and sighed and looked up from where he was kneeling…right into the very blue, very awake eyes of The Bitch of Broadway herself.

"Niles?!"


I know, I know, cliff hanger. They're my specality these days...sorry :( (well, not that sorry ;) Let me know what you think!