[A/N: I know the show takes place in the 90's, but there are some things in this story that are from modern day, like CC's car, so let's just pretend this is modern day;)]

CC sat at the desk in Maxwell's office, flipping through scripts. She had her favorite red pen held between her perfectly white teeth. She had the french doors open, and the warm, spring breeze calmly blew into the office.

Several minutes later, Max and Fran came into the office hand in hand. CC looked up, and gave a brief "Hello, hello," before looking back down at the scripts. Fran smiled at her husband before looking at CC.

"Great news! We got invited to the private theatre guild gala tomorrow night!" she said jumping. CC looked up at the two, a smile on her face.

"That's great, I hope you two have a wonderful time," she said before looking back down at her scripts. Fran sighed and gave a knowing glance at her husband before she tried again.

"Ms. Babcock, your going too! But you have to bring an escort," she said with a flirty smile. CC looked up for the third time, her neck getting tired.

"Nanny Fi- Fran, I broke up with Colin," she said plainly. Fran nodded, a big smile on her face. CC rolled her eyes and chewed on her pen, waiting for her to get to the point.

"I know! You can take Niles!" she said excitedly. CC nearly spit her pen across the room.

"What?" CC and Max said at the same time. Fran stepped away from her husband.

"It's perfect. You know how Niles has been feeling lately. Come on Ms. Babcock, can you be a kind, loving person for once?" Fran said, walking to the desk and sitting on her usual spot. CC sighed and looked briefly at the ceiling.

"Umm, no," she said pretending to hesitate. Fran stood back up and placed her hands on her hips.

"Pleeease Ms. Babcock! Niles is so depressed and upset after his best friends wedding! He needs something to lift his spirits, and you taking him to the gala would be perfect!" she said. CC rolled her eyes.

"Fine, I'll be here tomorrow at seven, no earlier, no later," she said, standing up and collecting the scripts.

Maxwell smiled.

"Thank you, CC," he said warmly. She rolled her eyes.

"Ya whatever," she said, walking out of the room.


Niles sat at the table in the kitchen, his head laying on the cool wood.

"Oh, Niles! I've got some good news for ya!" Fran said walking into the kitchen and sitting next to her best friend. Niles sat up in the chair and faced her, his expression bored. Fran sighed.

"Niles, would ya at least look like your interested in what I'm going to say, I guarantee your going to like it!" she said. He rolled his eyes, and smirked at her.

"What is it, Fran?" he asked, sitting back in the chair. Fran faced him with a bright smile.

"Ya takin Ms. Babcock to the gala tomorrow night!" she said, squealing at the end. Niles sat up and looked at her.

"Fran, I have nothing to wear to that!" he said, worried. Fran rose her hand up and flipped her wrist in her signature way with a laugh. Niles looked at her like she had gone completely nuts.

"Ny-les! I bought you a nice suit and tie yesterday a Loehmann's!" she said. Niles rolled his eyes, then looked at Fran.

"Thanks," he said with a smile, then headed up the backstairs to see what Fran had gotten him.


The next morning CC woke up to the sound of her doorbell ringing at eight in the morning. She got out of her bed and walked across the living room, her blonde hair pulled into a loose ponytail and her black rimmed glasses resting on her nose.

"What the hell?" she said grouchily.

"The one damn morning I have off, I can't sleep in!" she unlatched the slide lock, and opened the door to see Fran smiling too brightly for the early morning. CC's piercing blue orbs immediatly sent daggers to Fran.

"Nanny Fine what the hell are you doing here!" she practically yelled. Fran smiled and walked past CC into the apartment, looking around.

"Wow, Ms. Babcock, ya really out did ya self when you decorated," she said sarcastically. CC rolled her eyes and followed her.

"You didn't answer my question," she said, sounding exhausted. Fran looked up from the muffins on the counter, half of one in her mouth.

"Oh! Ya!" she looked down at her half remained muffin in her hand, then looked back up at CC with apology in her eyes.

"Sorry, pregnancy cravings, chocolate muffins sounded really good at the moment," she said before eating the rest of it. CC rolled her eyes once more and sat down on the stool.

"So, since ya going with Niles tonight, I thought it would be sweet if I bought you a dress since I practically made you do this," Fran said with a big smile. CC looked up at her.

"Nanny Fine I am fully capable of buying my own clothes, I'm just as rich as you and Maxwell!" she said, putting her hands up to her penthouse for emphasis. Fran swatted her hand in the air.

"I know that Ms. Babcock, I'm talking about getting you a dress. From what I've seen you wear, you only wear black! Ya, it's slimming, but it gets boring! I saw something in a store the other day and totally thought of you! If I knew ya size, I would of already bought it!" she said, shoving another muffin in her mouth. CC pulled the tray away from her.

"Nanny Fine! I bought these for the benefit tonight! You can't eat them all!" she said. It was Fran's turn to roll her eyes.

"Whateva. Go get dressed, we're going shopping!" she said bouncing of excitement. CC slowly stood up, knowing the only way to get the Jewish Yenta out of the house, was if she was with her.


Fran sat on the bench outside the dressing room, quietly humming to herself as she waited for CC to come out.

"Fran, I don't know about this," CC said on the other side of the door. Fran stood up and walked to it.

"Come on, CC! There is no one else in here, nobody will see but me!" she said, hoping it convinced her. She heard CC sigh on the other side in surrender, and smiled as the door unlocked.

"If you say anything to anybody about how bad I look in this," she said, threateningly before showing herself to Fran. Fran crossed her arms.

Finally, CC opened the door all the way, and Fran's eyes just about popped out of her sockets.

There CC stood, in a deep blue shimmering dress, that brought out her eyes in an almost impossible way.

The dress had one strap that crossed her chest, and hung over the opposite shoulder is was sewn to. It hugged CC's curves perfectly, showing how in shape she really was. It shimmered all the way down to her ankles, except where the long slit separated it up the side, showing off CC's long tanned legs.

"Oh. My. God." Fran said, smiling. CC stood back, worry on her face.

"I told you it was bad!" she said, starting to close the door. Fran stopped her from doing so.

"No! It's complete opposite, you look beautiful, CC! I'm jealous!" she said putting her hands to her chest. CC shook her head and looked at herself in the mirror.

"No, I look terrible and fat," she said.

Right after she said that, a young teenage boy walked by to collect the unwanted garments, once he saw CC, he ran into the rack, and nearly fell to the ground, his eyes never leaving her body.

Fran smiled and nodded. She looked at the boy after he had collected himself.

"We'll take this dress and shoes please,"


Six hours later Maxwell headed up the stairs to get ready when he ran into Fran in the foyer, carrying a dress bag and makeup bag.

"Darling, where are you going?" he said, kissing her. Fran smiled.

"I'm going over to CC's. Don't wait up, we're going in her car. We'll be waiting," she winked at him before she walked out the door.

Maxwell stood in the foyer, confused. He shook his head and walked up the stairs to get ready.

Niles stood in front of the foyer mirror. He wore a jet black suit, a white undershirt, and a shimmering blue tie, that matched CC's dress, down to the right fabric. His hair was perfectly styled, and he looked most handsome in his reflection.

Maxwell walked down the steps, wearing a black suite and grey tie to match Fran's dress. He smiled at Niles.

"You ready old man?" he said. Niles smiled and nodded.

"More than ever," he said walking toward the door.


"Fran, we're going to be late," CC said, waiting for her to add the last touch of blush to her cheek. Fran smiled as she put away her blush.

"Exactly," she said. CC looked up at her.

"Fran, how are we going to get there if the guys are going in the limo?" CC asked, watching her get ready.

Fran wore a grey sparkling, sleeveless dress, that loosely flowed down to her shins, showing off her silver sparkling Stilettos. Around the torso was a black belt that had a beautiful silver and black flower on the middle.

Fran looked at her.

"We're taking your car," Fran said looking at her. CC looked up at her.

"Fran, if we're going in my car, then we're going to have to stop to get gas!" she said, looking at her diamond studded watch. Fran smiled.

"Good, we'll get to see if our looks are good," she said with a devious grin that made CC uncomfortable.

"Fran, you haven't even done my hair and makeup yet!" she said. Fran smiled.

"We've got time!" she said, putting her hoops into her ears.

Thirty minutes later, CC was staring at herself in the mirror. Fran had did her makeup perfect.

She wore her red lipstick, that stuck out on her perfectly white skin, her smokey eye shadow was a deep shade of blue that matched her dress. What scared her most was her eye liner, which was perfectly added to complement her eyes perfectly.

"Fran I look like a prostitute!" she said. Fran laughed.

"You look like a gorgeous prostitute then," she said, starting on her hair. CC immediatley smacked her hand away. Her eyes shooting daggers.

"Remember the last time I let you touch my hair?" she said. Fran smiled.

"Ya, but that was for humor, I promise you, this will top your look off," she said, grabbing her hair, and spinning it up.

After her hair was put up into a beautiful French twist, with a few curled strands framing her face, the girls exited the penthouse, and rode the elevator down to the main lobby.

"Fran, everyone's going to be looking at us," CC said as the elevator dinged. Fran nodded.

"Good,"

The doors opened, and the sound of their heels clicked along the marble floors as they headed across the lobby to the parking garage.

Hector, a man in his early thirties, stood by the double doors to the parking garage. His eyes widened when he saw the two ladies walking toward him.

"Hello Ms. Babcock," he said, looking up at her. She gave a sweet smile, something she had to get used to. Fran couldn't help but smile, she did good.

"Hello, Hector, we're just heading to my car," she said sweetly.

Hector smiled weakly. This was not the woman that was yelling at him the other day for forgetting to send the contracts to the proper address. CC was not pleased when she got a call days after she sent them from a college girl in Kansas wondering what the heck Phantom of the Opera was. After telling the confused girl how much of an imbecile she was for not knowing what the play was, she yelled for ten minutes straight at the employee.

Now he was wishing she would have given him a physical punishment.

He stepped out of their way after an awkward silence.

"Of course," he said, watching her from behind as they headed to her car.

"Where's your BMW?" Fran said, looking at all the parked expensive cars in the small parking garage.

"I bought a new car like a year ago!" she said looking at Fran like she was stupid. Fran looked around the garage.

"Then which one is yours?" she said.

CC clicked the unlock on her keys, and they both looked toward the LED lights that lit up in front of them.

"Hoo ha!" Fran said, walking to the passenger side of the brand new looking silver Corvette. She ran her hand along the slick polished paint of the car.

"Really? This is your car?" Fran said. CC nodded. She jumped in the seat, a large grin on her face.

"I'm excited!" she said. CC nodded, and started the engine. The loud hum of the car started and Fran's smile got bigger.

"Don't forget we have to get gas," she said as CC pulled the car out of it's space, opening the door to reveal Park Avenue.


"I'm not getting out," CC said, planting her hands firmly on the steering wheel of the car and looking at the two middle aged men looking back at her car,admiring it.

"Your not going to make a pregnant woman pump gas are ya?" she asked, looking at her with sad eyes. CC rolled her's.

"For god's sake! Your not even a month along! I don't see no bump, therefore, it's not that big of a deal!" she said to Fran. Fran turned to her.

"We'll both get out," she said, smirking at CC, who nodded and opened the door hesitantly. Fran walked around the Corvette, and stood with her arms crossed. CC got out, the wind blowing her dress, and widening the slit.

The men took their eyes off the expensive car, and started looking at CC and Fran, smiles on their faces.

"They're totally checking us out!" Fran said excitedly. CC looked back at her after she put the gas pump into the car.

"You're married!" she said loudly. Fran stood back.

"I know, I only have, what, two months at most left of my figure? I'd like to spend it with admiration, especially from Max," she said with a seductive grin. CC made a disgusted face as the gas pump clicked. She pulled it out, and set it back onto the holder. She got into the driver's side, and grabbed her small purse before locking the doors and walking with Fran to the Gas Station, secretly smiling as the men watched them with smiles as they walked by.

"Could there be any more men in this world?" she said sounding exhausted as she stared at the male cashier. Fran smiled.

"Good, your noticing them, finally," she said as they walked up to the counter. The man with the name tag of 'Kent' smiled as he watched them approach.

"Hello, ladies," he said smoothly as he looked at them.

"Are you the two with that awesome Corvette out there?" he said looking out the window. He looked back at them, a large smile showing off his white teeth. Fran smiled.

"It's her car," she said, nudging CC. Kent turned to her with a smile.

"You have lovely blue eyes," he said slowly. CC felt her cheeks redden. She replied by putting her Visa Platinum card out in front of her to pay.

Kent slid it down the reader, and handed it back to her.

"Here you go, CC," he said with another smile. CC noticed the smile didn't reach his eyes, and no matter how blinding his teeth were, he was not the man he looked like he was. She nodded with a sly smile, and pulled Fran toward the door.

"Wait," he said. She stopped and looked at him.

"What are you doing tonight?" he said with a grin that she didn't like.

"Nothing with you," she said before leaving through the doors of the gas station.

The drive to Webber's house was silent, as CC's eyes were dark with anger.

"Look, CC, not all guys are like that," Fran said quietly. She gripped the seat tightly as CC sharply cut off a car and hit the off ramp.

"This is why I don't do this crap!" she said, her voice quivering, and her eyes watering. Fran noticed.

"CC, what's going on with you? Ever since that guy made a move on you," she said, closing her eyes as CC nearly rear ended a driver.

"CC you're going to kill us!" Fran finally burst.

CC pulled over to the shoulder of the highway and slammed on the brakes. She looked away from Fran out the window, wiping a tear that had slipped.

"You don't understand," she said quietly. Fran faced her, and pulled her shoulder to where she had to look at her.

"I don't understand what?" Fran asked, getting out her compact makeup kit and touching up CC's eyeshadow.

"You don't understand guys like that, sadly, I do," she said the last part quietly. Fran stopped applying eye shadow and pulled her hand away. CC looked like she was about to burst into tears.

"CC, were you-" Fran started, but didn't get to finish.

"Don't say it," CC said, sniffing and wiping away another tear. Fran's jaw dropped, and sympathy immediately replaced the shock for the woman who everybody didn't know about. Everybody who thinks she a cold hearted bitch.

CC put the Corvette in drive, and entered the highway again.

Nothing was said for the rest of the drive.


The guys got out of the limo at the large mansion of Andrew Lloyd Weber. Even though Maxwell despised the man more than anything, he was glad to be invited to the most exquisite theater gala in New York. They stood outside of the gates as every famous and popular producers and directors exited their limos where everyone watched them, wondering who the next lucky person was.

Niles tapped Maxwell when he saw a Corvette pull in, the lights attracting everyone to see who was to get out of it. It pulled up to the red carpet, the lights of the mansion and moon reflecting off the perfectly polished car.

The ignition died and the lights turned off. Both doors opened, and everyone looked at the two gorgeous women exit the car, including their husband and escort.

Niles' jaw dropped as he saw CC, and couldn't take his eyes off of her.

She wiped her eyes and tossed the keys to the valet man.

"Scratch it, you pay for it," she said, her eyes dark.

Niles smiled as she walked toward him, a serious look on her face. He noticed that she had been crying, and he immediately knew something was wrong.

CC walked by Niles, not even as much acknowledging him as she walked through the large gate and into the mansion. Fran walked up to Max, her eyes sad. She gave him a quick kiss, and looked down.

"What's wrong with CC?" Niles said, walking up to her. Fran looked up at him, her eyes watering.

"She told me," she said quietly, and Niles immediately knew what she was talking about, he was the only one other than Sara and Fran who knew what happened.

He was the one who found Sara murdered and CC rolled up in a ball crying in a ditch.

"What did she tell you?" Maxwell said, cupping his wife's face. Fran shook her head, and watched as Niles ran through a crowd of people to follow CC. A tear slowly trickled down her face.

Thank you guys for reading! There is two more chapters left! Please review and tell me what you think!