Niles walked down the stairs and into the kitchen looking for a mid-night snack. By the time he reached the bottom step he noticed Ms. Fine sitting at the kitchen table spooning ice cream into her mouth.

"Ms. Fine what's the matter?" He asked walking towards the fridge.

"Meh..." She made a sad noise as she spooned another spoon into her mouth.

Finding nothing good looking he closed the fridge and grabbed a spoon.

"Come come Ms. Fine it can't be all that bad. I don't remember you having a date recently."

"No..." Fran whined.

He sat down and dug into the ice cream bringing out a scoop.

"So what's the matter?"

"My birthday's coming up..."

"Oh dear your birthday is still a couple month's away Ms. Fine you can't honestly be worrying about it already."

"I can't help it Niles, I'm going to be turning 30."

Niles looked up at her with a ya right look.

"Again..." She whined taking another scoop of ice cream. "And I'm still going no where with Mr. Sheffield."

Niles took another bite of ice cream and looked up at her.

"I don't think I want Mr. Sheffield anymore..." Fran whispered.

Niles flinched as he bit down on his spoon. "I'm sorry what did you say?"

"Well I still like him, and he is attractive, but I want someone who's going to love me for me."

"And that's not Mr. Sheffield." Niles asked confused.

"He doesn't need a partner. We've been together under this roof for what 4 years now." Fran pouted, "Sure there's the occasional kiss but their starting to kill me. I can't take this un-certainty anymore. I don't know if I can date other people, and even if I can sometimes I feel guilty. He already said he loved me once and then took it back. Who does that?"

"Mmm." Niles murmured as he took another bite of ice cream.

"I want a man who I can say anything too." Then a thought popped up in Fran's mind. "Which reminds me my mother is coming over tomorrow so I was wondering if you could go with me to the grocery store to pick up her hemorrhoid medication."

"No problem Ms. Fine."

"You know Niles, a man who can put up with me and my family. A man who goes with me places even though it's obvious he'd rather not. A man who is self sacrificing for important occasions."

Just then Max walked into the kitchen.

"Well you two make a sad couple." Max joked as he opened the fridge.

Niles looked to Maxwell and stood up. "Well I'm starting to feel rather tired."

He stretched and yawned and then made his way up the back stairs. Maxwell after grabbing a cold apple sat down at the table with Fran. She perked up a little and smiled.

"I was wondering Ms. Fine..."

"What Mr. Sheffield?" She asked hanging on every word.

"What are you doing this Friday?" He asked cautiously.

"I'm free." She smiled brightly.

"Perfectly, I was wondering if you could watch over the kids while i go to a business dinner with CC."

Fran's smile faltered slightly. "Of course...It would be my pleasure."

"Perfect." He stood up and looked like he was about to kiss the top of her head but thought better of it and walked out of the room.

Niles peeked around the corner and noticed Fran's sad state.

"I won't be anything more to him Niles, he won't accept it."

"Ms. Fine..."

"It's alright Niles I think I'm getting used to it."

He walked over to her and sat down across her.

"You know I'm not doing anything Friday..." He looked up at her.

"Oh Niles I couldn't ask you to come in on your day off."

"But Ms. Fine if you need to watch the children while he's out on a dinner how ever are you going to feed the kids." He reasoned.

"Take out." She cracked.

"I like take out..." Niles asked sweetly looking up at her.

"Geez Niles if you want to come that bad then come. You're always welcome."

She reached across the table and rubbed the back of his hand. She let it rest there and he wrapped his fingers tenderly around her fingers.

"A man who doesn't always expect me to talk." Fran reasoned picking up on where she had left off with Niles.

He laughed and squeezed her hand tenderly. Getting up he walked up the backstairs into his room while Fran put the ice cream back in the fridge before she headed up the back stairs as well.

"Where would I ever find such a man...?" She laughed and waved her hand absently.

Fran sat on the couch and was flipping through the channels when a familiar voice stopped her.

"Barbra!" She sat up and crowned into the TV.

The TV blared, "Starting tomorrow tickets for Barbra will be on sale at the box office."

"Oh! Oh!" Fran waved her hands around with out reason.

Niles walked into the room. "Ms. Fine what is it?"

"There's a Barbra concert. I have to get tickets but I can't leave the house because I told Mr. Sheffield I'd watch the kids. I have to call Val!"

She said as she picked up the phone and dialed in the number, she waited and waited.

"What do you know Val is always home, except tonight." She huffed and dialed another number.

"Even my mother isn't home, what is this world coming too! What do I do?"

"Don't worry Ms. Fine they go on sale tomorrow you can get them then."

"But there's going to be a huge line...I can't believe this. I have to think of something..." After a few moments of nothing, "I got nothing."

"Don't worry Ms. Fine it will work out."

"Easy for you too say..." She responded still trying to figure something out.

After calling her mother and Val endlessly Gracie eventually came down the stairs.

"Fran it's late and you haven't tucked me in yet."

"I know Gracie, it's just that..." She looked down at the phone sullen, "I'll be right there."

Getting up she placed the phone down and walked up the stairs sadly. At the top she looked back but she gave up and headed up the rest of the way.

The next morning Fran walked into the dining room quietly and took her seat at the table. She waited patiently but no food was delivered in front of her.

"Niles where's my food?" She pouted.

"That's what we would like to know too." Max slightly ticked off asked.

Fran looked up and noticed that everyone in the family was sitting with empty plates. She looked behind her and saw that the buffet table was empty and there was no Niles to be found.

"Must have slept in..." Fran looked at Max awkwardly. "You know what I'll go fetch him."

She got up and headed up to Niles room, she knocked on the door.

"Niles?"

There was no answer so she knocked again louder.

"Niles?"

There was still no reply so she turned the door knob and peeked into his room. It was dark inside so she opened the door farther.

"Niles?" She whispered. "Cover your eyes I'm turning on the lights."

Directly afterwards she turned them on but no groan reached her ears. Instead an empty bed stared her in the face.

"Oh no! Niles! He ran away?" She looked confused.

She quickly ran into the dinning room.

"Niles is missing." She practically screamed.

"What?" Max asked standing up. "Tell me you're joking."

"I'm not joking. I looked in his room and he's not there. His bed hasn't even been slept in."

"Well where could he be... Do you suppose he went to a different family?"

"And not telling you and not taking his stuff, I doubt it." Fran reasoned.

"Hello hello." CC said as she walked into the dining room. "Maxwell I'm as tired as a dog."

She stopped before she sat down in her chair; she looked around her, "Niles?"

"He's missing." Max responded.

"Maybe he's been kidnapped." Fran replied shocked.

"I doubt he's been kidnapped...although." Max replied.

"Maybe he's out with a girl." Brighton responded.

Both Max and Fran stared at him.

"Just trying to help." He responded putting his hands up in peace before be bolted out of the room.

"Brighton might be onto something, he did seem more subdued in an "I love some one" kind of way." Maggie chipped in.

Fran looked at Maggie curiously.

"He has..." She asked.

"Ya, haven't you noticed, he's been getting those puppy eyes when he misses someone." Maggie crossed her arms and stood up. "Maybe he went to tell her how he feels."

CC sat down with a heavy thump in her chair and Fran looked at her curiously.

"He'll be back right?" Gracie asked concerned.

"Of course dear." Fran said softly hugging Gracie to her. "He loves all of you so much he would return in a heart beat, he must just be busy. Uhh Maggie why don't you take Gracie to the new store in the mall."

"Ok." Maggie responded as she took Gracie's hand, "Come on Gracie there's some new outfits I saw there I want to show to Nige...Niles..."

She blushed and dragged Gracie out as Fran sat down in her chair.

"Oh dear. I wish I knew where he was."

"Oh don't worry Nanny Fine I'm sure that he'll return just like the faithful dog that he is." Her smile fell as she noticed that there was no jib made back at her. "He better."

CC got up and left the room in a fit of frustration.

"Well wouldn't you know it? Niles isn't here and still he manages to get under her skin." Fran shook her finger, "That's talent."

"Yes well managing to completely disappear with out a trace is also a talent he seems to possess."

"Oh don't worry Mr. Sheffield he'll be back."

"He better be. I'm still hungry." Max responded as he walked into the kitchen.

Fran sat there looking sullen.

Fran walked out the front door with Val trailing her.

"I called you a million times last night Val, were where you." Fran whined.

"I was out with a guy." She shrugged her shoulders.

"You were out with a guy!" She asked in disbelief.

"Is that so hard to believe it's not like I live under a tree..."

"That's a rock Val." She looked frazzled but then she lightly hit Val's hand. "We need to hurry to try and get those tickets."

They hopped into the limo and headed down to the box office. A long line went on for blocks.

"Oh no Val, there's no way were going to get tickets!" Fran whined.

"I don't know it is a big arena."

"Val the line started 3 blocks back, they weren't waiting for cappuccino."

"Oh..."

"Well maybe we can schmooze someone at the front. Oh look at all those people. That guy kind of looks like Niles. Wait it is Niles! Stop!"

They jumped out and ran over to Niles who was standing in line about 20 away from the front of the line. He was bundled up in the cold in his trench coat and a scarf was wrapped around his face. Snow flakes had gathered on his hair and he was leaning against the wall.

"Niles!" Fran ran up to him and put her arms around him.

"Ms. Fine?" He asked slightly shocked.

"What are you doing standing in line?" She asked hitting him slightly on the chest. "You scared us at breakfast when there was no food. It's a Jewish person's worst nightmare you know, no food."

He chuckled and responded, "Well I know how much you wanted those tickets and you couldn't get off or get someone else so I came."

"You mean you came last night and you've been here ever sense?" She asked surprised. "To get tickets for me?"

He nodded, "Of course, you didn't think I was a die hard fan in disguise."

He chuckled and Fran wrapped her arms around him, and he responded by wrapping his arms around her.

Fran leaned back with her arms still around him her face brightly lit with emotion as snow flakes fell around her face making her hair sparkle with white. Their arms were still wrapped around each other as she leaned forward and kissed a part of his cheek where the scarf had dropped a little.

"I can't believe that you are doing this for me and it's even snowing. Niles it's freezing out here how did you manage? I would demand a space heater or something."

"Let's just say that I was warmed by the thought of seeing you with those tickets. I remember the time you thought you were going and you fell off your chair, three times. I wanted to see what you would do this time." He grinned at her slightly blushing from her kiss.

Fran immediately turned to Val. "Do you know what this means?" She asked excitedly. "I will finally get to see Barbra. Ohh it's a dream come true. I have to call Ma..." She took out her cell but then stopped and thought. "No no I should wait until I actually get the tickets. Should I get Ma some tickets, maybe I should phone."

"Of course your mom wants to come Miss Fine." Niles chuckled.

"Your right Niles, what was I thinking? If I don't get her tickets she won't speak to me for weeks. This might not necessarily be a bad thing…." Fran responded nodding her head.

By this time the line had made its way up to the three and Niles stepped up to the seller.

"Four tickets please."

"Four?" Fran asked grabbing onto Niles arm before while he was reaching for his card.

"Of course, one for you, one for Miss Toriello, one for your mother and one for me." Niles responded with a coy smile.

"You?" Fran asked in disbelief.

"Well I want to see what I've been standing in line for." Niles responded as he finished paying for the tickets and produced them to Fran.

Fran just stared down at them in disbelief; smirking Niles started pushing her towards the door.

"Come on I'll drive you home."

"Can you drive us to my Ma's?" Fran asked sweetly tilting her head to the side.

"Of course." Niles responded.

"MA!" Fran yelled as she entered her mother's house. "You left the door unlocked again!"

"Well most people don't just barge in." Sylvia responded exiting from the kitchen.

"You never know Ma."

Sylvia looked flustered and went back into the kitchen, "What are you doing here anyway? Don't you have better things to do then to visit your mother, like coercing Mr. Sheffield into marrying you?"

"No Ma… I could never do that… Although… No no…" Then with out any warning she changed her tone, "I have a surprise for you though."

"Oh what is it? Someone else proposed to you?"

"Even better." Fran started getting excited.

"There's something better then my only daughter getting married…?" Sylvia asked quite sure there was not anything better.

"You have a ticket to see Barbra Streisand in a couple weeks." Fran was practically jumping up and down.

"Morty! I'm going to see Barbra! Oh this is so exciting! I have to call everyone." Sylvia ran to her phone and started dialing numbers.

"Thanks for the thanks Ma…" Fran said as she started heading to the door. "I'm going to go home and get ready I'll see you later Ma."

Sylvia never even looked up as she chatted excitedly with someone on the phone.

Fran was throwing clothes out of her closet by the handfuls when Niles rapped on her door.

"Come in!" She yelled.

Niles walked in and caught a sweater just in the nick of time before it could smother him.

"Miss Fine what on earth are you doing?" He was completely clueless.

"I'm trying to find an outfit for the concert."

Niles dodged yet another clothing item. "That's still a couple weeks away."

"I know, and I don't think I have a single thing I can wear. Good thing I have a couple weeks to shop for a new outfit." She turned around excitedly and looked at Niles, "What are you doing here?"

"Actually I wasn't sure what one would normally wear to a concert, so I came to ask."

"Ohhh Ohh…" She started pushing Niles out of the room and they headed down the hallway to his room. Entering it she immediately opened his closet and started going through his items.

"This is all you got?" She eyed each suit in disgust.

"I don't normally have a reason to wear anything else." Niles defended himself. "I thought I looked quite good in suits."

"Oh of course you do but a concert doesn't need something this…butlerish… no we will need to get you a new outfit as well."

"We?" Asked Niles.

"Of course. You don't think I'm just going to let you go shopping by yourself. You need someone to help you spend that money."

"And you're the right person to ask…" Niles replied crossing his arms.

"That's for sure." Fran quickly re-sprayed her hair and fluffed it up a little more. "Alright let's go."

"Now?"

"No time like the present."

"Don't you still have to pick up a new outfit for Gracie's recital in a couple days…?"

"That can wait for tomorrow…" Fran shifted her eyes from side and side and ran (as good as she could in high heels) from the room.

Niles chuckled and followed her.

"I don't know Miss. Fine I don't think this is really me…" Niles stated modeling.

"What do you mean not you? You look gorgeous."

Niles eyed himself in the mirror. He was wearing a dark navy blue dress shirt which as Fran told him brought out his eyes and then he was wearing a nice set of black slacks.

"See there is a hint of color which looks good on you but it's not too bright so you won't stand out to much in the rest of the crowd and I didn't quite like the look of the dark red."

"Just let me see something…" Fran stepped closer to Niles and grabbed the sides of the shirt to see how much it hung off his body. "Looks like a nice fit not to much hang but still enough so it's not skin tight."

She looked up at Niles only to discover that his eyes were already focused on her. His arms were slightly out to the side allowing room for her hands on his side and she was practically holding his waist. Flushing slightly she stepped back from him and tripped over her words slightly.

"Yup…yup…good. I think that's good."

Suddenly a young sales assistant walked across their path and Fran grabbed the poor girl and stood her facing Niles.

"What do you think of that outfit?" Fran asked.

Niles went back to his modeling slightly curious to see what she would say.

"I think it looks quite dashing. You look really handsome in it. Like you were going to a fancy dinner or a concert. You could be my date anytime." The sales assistant grinned wide.

"That's quite enough." Fran stated pushing the sales assistant away hurriedly. Something bothered her about that girl. Could it be what she had said to Niles…Fran looked back at Niles with a slightly confused face. She had never really thought of Niles as attractive but seeing him dressed like that, she had to admit that he was quite handsome. In fact even seeing him all bundled up standing in line for her seemed to set her on fire.

"Is something the matter?" Niles asked worried.

"No no I'm quite alright. I just think that I shouldn't have had some of your fries when we grabbed lunch." She made up an excuse.

"Should we go home?" He asked.

"Of course not!" Fran suddenly remembered where they where, "We did your shopping now we do mine." She grabbed his hand and headed towards the cash register.

They had visited about four stores and not one had a dress Fran thought was suitable. They were on the way to the fifth when Niles peeped up.

"We shouldn't stay too much longer, well I shouldn't I need to cook supper."

Fran looked slightly depressed.

"But one more store." Niles supplied trying to get her to cheer up a little.

They had spent a great deal of time in the store and to no success when Niles noticed a dress hanging on a rack in a corner. He walked up to it and eyed it; it looked like it would be a very beautiful dress. Fran walked over to see what he was looking at when she noticed the garment in his hand.

"Oh Niles!"

Niles slightly jumped and looked over at Fran. She grabbed the dress and taking it off the rack she rushed to a changing room. Niles followed slightly confused and patiently waited outside until she emerged fully dressed. She spun around and the dress came up a little but barely since it was slightly a tight fitting dress. The dress was a dark navy blue which matched Niles shirt almost perfectly and it had a gorgeous sequence with clear beads running down one side.

Niles mouth dropped slightly.

"It's gorgeous…your gorgeous." Niles breathed.

Fran's smile was huge.

"So where were you this afternoon?" Maxwell asked Fran.

"Out shopping with Niles." Fran stated through bites of her food.

"Groceries?" Maxwell asked confused.

"No. A new dress to wear at the Barbra Streisand concert."

"There's a concert? Maxwell asked. "Well that's fabulous."

He reached across the table and placed his hand on hers, slightly rubbing her fingers.

"I'll come with you." He stated.

"Ow!" Niles yelled as he had accidentally cut himself while trying to cut up some beef for Maxwell's plate.

"Are you ok old man?"

"Fine sir; don't know what got into me." Niles bit back a reply.

He exited the dining room and headed to the kitchen to wash off the wound. He was surprised when he saw Fran enter the room with a bandage. He reached out to take it and she held the bandage back.

"No you don't I'll do it."

"That's really not necessary."

"I know but I want to. It's always nice when someone does something nice for you once in awhile and I haven't done anything for you."

"You do lots." Niles responded automatically.

"Name one thing?" Fran asked as she carefully placed the bandage on Niles outstretched finger. "See." She responded when he hadn't.

She looked up to see him looking down again, that same emotion in his eyes. He looked away and headed back out into the dinning room. Fran stared after him and watched the door swing shut. Am I seeing things or does Niles like me…Fran wondered.

"When's the concert?" Maxwell asked once Fran had returned to her seat.

"Next Friday." Fran responded. "Tickets are sold out though…"

"You can have mine sir." Niles responded.

"Well thanks old man." Maxwell smiled as he took another bite of food. Fran's heart sunk and with her fork she began pushing her food around her plate. She wasn't sure if Niles liked her but she was thinking that she liked Niles.

"What did you go and do that for?" Fran swatted Niles arm as she entered the kitchen after the meal had finished.

"What?" Niles asked confused.

"Give him your ticket." She pouted.

"I thought it would make you happy." Niles responded as he placed the dish's he was carrying down by the sink. He tried not to look at her he couldn't stand her pout.

"I told you before Niles I don't think I want to date him anymore."

"Well isn't this a way to find out..." Niles took a deep breathe and turned around to face Fran her pout caused his heart to sink.

"I thought you wanted to go. We got you an outfit." Fran looked confused.

"I did…I do… But most importantly I want to see you happy."

Niles looked away nervously, this conversation was starting to turn out to show his feelings more then he intended.

"I was happy when I thought you were coming." Fran stated before she left the kitchen.

A thick emotion hung in the air all the way from the kitchen to Fran's room. Both sat glumly in there respected area's.

"Let's go Mr. Sheffield!" Fran yelled putting on her earrings in the hallway mirror. "I think this is the only time I'm ready before him. It's rather creepy."

Niles attempted to chuckle at her joke but he was just reminded on what he was missing out on.

Maxwell rushed into the room. "I just have to do some things. I'll meet you at the arena." He kissed her cheek and headed back into the office. Fran sighed and headed out the door.

"See you later Niles."

"Where is he…?" Fran asked looking down at her watch.

"Listen dear." Sylvia stated, "Me and Val are going to go to our seats we will meet you in there."

"Sure Ma." She kissed her cheek and looked back out in the frozen streets.

Suddenly a figure started emerging and she began to get excited she was finally going to see Barbra. To her surprise Niles entered the room shaking snow off his hair. Fran's heart leapt through the roof at the sight of him and suddenly Barbra didn't seem too important. What was she thinking? She ran up to him and threw herself into his arms. Niles grabbed her and held her slightly stunned at what just happened.

"What are you doing here?" Fran asked looking up into Niles eyes.

"Mr. Sheffield says to say that he is sorry but his business stuff can't wait. So he sent me." Niles smirked slightly.

"So men are like appliances you get one which you think is great and then when that one starts acting funny you get a replacement which turns out to be even better."

Niles chuckled and with his arm wrapped around her waist he escorted her towards their seats.

Fran was swaying along to every Barbra song and mouthing every song. By the fourth song her hand had found it's way into Niles and he had intertwined there fingers. Much to both of their surprise neither of them let go. By the end of the concert they had all wandered back into the foyer, their hands were no longer connected so that they could wade through people easier but both were unsure of if they could hold hands again or if was because of the music. Wandering out into the cold they all stood by the street waiting for a cab. Niles called one over and Sylvia and Val said good bye and left leaving Niles and Fran. Fran looked over at Niles who was dressed in his trench and whose hair was full of snow flakes. Niles feeling someone looking at him looked over at Fran and noticed her watching him. She looked extra beautiful with the snowflakes highlighting her hair and landing on her eye lashes.

"How was your night?" Niles asked.

"Almost perfect." Fran stated.

Niles raised his eyebrow in question. Taking a deep breath Fran leaned forward and kissed Niles. Niles eagerly responded, grabbing her and holding her tightly in his arms.

"Now it's perfect." Fran stated once they had pulled away for air.