Disclaimer: I don't own any character from the Nanny…if I did, it would still be on the air, on Spice though ha ha! ;)

A/N: Set about 4 months after Max and Fran had the twins. Niles has never let on that he loves CC, so The Producers, Dummy Twins never happened, and Fran did go into labour at the anniversary party, but Niles and CC didn't get married at the hospital. CC truly adores the twins, she is always around them and has even offered to baby sit a few times. Fran and CC have become, friends…and they call each other Fran and CC.

"So, how do you want to do this?" Niles was still white as a ghost. The entire convesation was quite surreal to him; this is not how he imagined he would be spending Tuesday evening.

"Well, I didn't really want to involve anyone else. I'm not even sure if it's possible…if we use a third party, and word gets out…well you know this town, it could become some sort of circus story with the press."

"Ok, so that means…we have…sex" He took another sip of his drink.

"Yes, that's what that means, Scrubbing Bubbles. How else am I supposed to get pregnant?" CC let out an exasperated sigh. "But we need to set some rules, you know, so things don't get complicated."

"Of course." He said out loud. Rules? He thought to himself. He continued "You know, Miss Babcock. I'm, well... flattered that you chose me for this…endeavour…but why?"

"You know, watching Fran throughout her pregnancy, even though she was so emotional, it set off something gnawing inside of me. When Johan and Eve were born, well, I was finally able to name it. I want that…I see the way she bonds with those two…I mean, I know she loves the three other ones, but they're aren't hers the same way. And whenever I pick up little Eve, she actually smiles at me, I know it. Somehow, those two little babies broke through all those layers of Babcock crap that my mom painted over my heart since I was little and gave me it back to me, made it more functional." She took a long sip of her raspberry iced-tea, not spiked. "I've changed, and now as I watch them get bigger, changing every day…I want a child. God knows I'm not getting any younger…" She glanced up at him, waited, and continued (no zinger, that's a switch) "...I've been doing some serious thinking, and I realized that the only two men in my life are you and Maxwell. Do you know that you're the longest lasting, most serious relationship I've had with anyone?! Took three weeks with Dr. Bort to get over that." she let out her throaty chuckle and Niles felt his knees go week. "Anyways, after I came to that realization, I started watching how we interact…together, when others are around, when we're with the twins…and that startled me even more…do you know that if you take the insults and jokes out, we're a pretty good team?"

Niles arched his eyebrows. When she was first explaining her reasoning to him, he felt she had asked him because no one else was available or around. She didn't seem to be saying that though, so he paid closer attention to her words instead of the stupid little demeaning voice inside his head.

"We cooperate when have to…and when we do attend functions together, we usually have a good time. Of course, I'll deny it publicly!"

"I won't be disagreeing with you on that one." he chimed in.

"But…I think that since I explained I don't want to go the sperm bank route, my options as to who it could be are limited." She saw the look on his face fall. "Don't get me wrong, Butler Boy, I've given this a lot of thought…I'm not asking you because there is no body better around" she took a breath and continued "I'm picking you because I could think of no one better." She wasn't sure if she had expressed herself adequately, but she knew it was ok when she saw him stand a bit straighter and a slight smile cross his lips.

"Thank you for that. It's nice to hear…and I had to hear it to even consider your offer…I'm still not sure about all this….I mean…a kid…at my age? If this works, I would be almost seventy when he or she turns twenty…of course…that is…will the baby know…I'm his father?" He squeaked that last part out. He made that connection as he was talking, and was truly afraid of the answer.

"Of course! Well, only if you wanted him or her to. I had never considered keeping the paternity secret…I could if you wanted to…would be hard…bet the Servant Spawn will look just like you" she winked at him "but if that's what you want, I'll respect your wishes." CC looked a little taken aback. When she had come up with the idea, she had even thought about how they could share in the responsibility, going so far as to see the baby with Niles while she worked and so on… she really had never expected him to go for this only as a donor…

"No, wait. You misunderstood. I wouldn't want to be just a father biologically" She immediately felt the nervous stress dissipate. "If, still not decided, if we do this, I want to be there, be involved, you know, really be a dad." he smiled at that last thought. He had a quick flash of a little blue-eyed, blonde girl wearing a princess dress dancing on his toes. He shook his head to clear his thoughts.

"So, you mentioned rules earlier? What did you mean by that?"

CC had given this some thought too. If they were going to have sex, it would have to be for the sole purpose of having conceiving this baby. No mushy stuff. Too complicated.

"You see, I thought about it and well, I'm an attractive woman and well, you're pretty…ok…for a Bell boy" she smirked. "and on the rare occasions we've crossed the line, it's been…well, enjoyable." She didn't want to let too much on…that she had not only thought about it, but she had fantasized. She would be the last to admit it, but it was definitely Niles' name that was on her lips almost every time she brought herself to orgasm in the last three years, even when she hadn't been alone. That had been a whole other topic with Bort.

"Yeah, enjoyable…" Niles repeated. He saw her skin had flushed a bit and he wondered if she had enjoyed it more than she let on… Without thinking too much, he let the image of that smoldering kiss in the Sheffield living room play out in front of him. Still now, over three years later, he would catch himself cursing Max and Fran for having walked in on them…he knew he would have never stopped there if they hadn't. "Down boy" he said to himself, exhaling slowly, switching his thoughts to the ingredients needed to make vegetable soup.

"So, as long as we keep it clear that my offer extends only for the purpose of conceiving…that we don't read more into than what it is, we'll be ok."

"Oh." Niles couldn't bite back a quick retort. "Do we at least get to enjoy it?"

"Well, uh,…you would…have to…I mean…if you don't…" she was really not ready for that question. She focused and resumed her train of thought. "well, you would have to have an orgasm. It's required for this to work. I guess…I guess it would be nice if I did too, but it's not necessary, and focusing on that might just complicate things…" She was fidgeting and couldn't look at him.

He waited to catch her eyes and said pointedly "It's ok if it happens, though, right? I mean, it would better than nice…much better." He held her gaze until she couldn't take it anymore and she stood up to go to the window.

She really didn't want to go there now, and looked outside as she spoke, "So, uhm, Niles…I realize that I've had some time to think about it…so I'm not expecting an answer right away…but I would like to know…say by the end of the week?"

"I have a few more questions, if that's ok?"

"Certainly." She came back to sit on the edge of the couch.

"If I say yes, when would we start trying?"

"Actually, this weekend would be perfect timing, so that's kind of why I wanted an answer so quickly." She answered kind of shyly.

"I've always been careful, and they did a full battery of tests on me when I had my heart attack, which confirmed that I don't have anything; it still stands since there has been no one since then. I'm not implying anything, but I would just want the same kind of confirmation from you."

"Understandable. I have my test results from last month. I got them specifically for this. I wouldn't have expected any less." her tone was softer than the businesslike manner of her words.

"Were you planning on telling the Sheffields?" It was one of the thoughts that had first crossed his mind while toying with the idea.

"I'm not sure…I mean, if it doesn't work, I don't know how I could deal with their sympathy. However, if they knew, it would make not having to come up with excuses and stories for you to come here, and all the rest…"

"I see what you mean. How about we take some time to think about that one? I haven't completely made up my mind yet anyways" she nodded. "So, how long do we keep trying?"

"I asked my doctor that and she said that, given my age.." another opening he didn't walk through…strange "it might take a while. She said that everything looks normal, and there is no reason to think it wouldn't work, but that I should be ready to try for a year before we would attempt any more aggressive strategies."

"Wow, a year…that's quite a commitment…I mean…actually…it sort of just came to me…but it's pretty obvious to me that if we decide to go forward…it means that there can be no one else for that time…well…at least that's how I see it. Of course, it's not that big of a problem for me, unfortunately, there aren't women beating down my door as of late… but you're still going to be attending backers parties, opening nights…I'm sure men come on to you all the time…what if you find Mr. Right?"

"If it was that easy, it would have happened by now, don't you think. Anyways, I'm the "Bitch of Broadway", kind of scares them away, you know?" she grinned sadly.

"Miss Babcock, I know that's part of the act you feel you have to put on to get the respect from the theater community. And given the success of Sheffield-Babcock productions, it has worked. However, I see you with the twins, and how different you are at the house when no one is around. And if I can see it when you call me Tidy Bowl three times a day, I'm sure there is a man out there with much better credentials who will surely see it too." He paused to give her time to register what he had said. "Are you sure that you truly want to have a baby with me? Because, as you said, that Servant Spawn will look just like me and it might be a pretty big deterrent for a possible future husband to want to raise the Butler's kid." he said that last part with such disdain, she knew it had hit a nerve. She knew it was her fault too, for all the years of taunting him about being worthless and a menial. She had to intervene.

"Oh Niles. I know you say that because of how I've treated you and others around us too. Trust me when I say that I've given this a lot of thought. I want a child; I want you to be the father; I want you to help me raise him or her; and if, IF, a Mr. Right were to come along, he would just have to accept it or he wouldn't be Mr. Right, now would he?" She had held his gaze during her whole speech and knew she had connected with his soul. He understood that it wasn't just a spur of the moment idea for her. She chose him.

"Ok Miss Babcock. I'll think about it and I'll give you my answer on Friday. Shall I come over, say around eight?"

"I promise not to talk about it at work, give you the space you need to really think it through." she smiled at him. "How about we make it a little earlier, and we can have dinner together? I'll even cook." she added.

"Cook? So if I say no, you can poison me??" he tossed quickly.

"Hey!" she swatted his arm. "I'll have you know I can cook…my Nana taught me! It's just so much more fun letting you do it." She looked at him smiling. "Oh yeah, I forgot to say that no matter what you decide, the insults, the jokes, all that, doesn't stop. I mean, I left you wide open about my age two times tonight and you didn't even try. What is that all about anyways?"

"Well, at your age, they say it's much harder to concentrate when you're interrupted. Since the topic was serious, I didn't want to take any chances!" he smirked.

"Better. Not your best, but it's a start." She walked with him to the door and kissed him gently on the cheek.

"Thank you Niles. I'm very grateful that you're considering my offer and that, despite what I just said, you didn't turn it into a huge joke a my expense. Makes me even more sure that I'm making the right decision by choosing you." She smiled at him genuinely, and he only nodded in return. When he heard the door close behind him, he headed to the elevator and brought his hand up to where she had kissed him.

"What are we getting ourselves into, Babs?