I've Got You Babe

by TessaSpencer

Sending Niles and CC into the streets of Manhattan - with children - on the most notoriously prank-filled night of the year was never a good idea. Sending them out in costume only made matters worse.

Title: I Got You Babe

Author: Cheryl (cheryl123sing) and Melissa (mamc031282)

Rating: PG 13 (we mention a few things in passing, but … still. Better safe than sorry)

Summary: An Easy-Bake oven and Sylvia Fine change the Halloween plans, sending Niles and CC out on the adventure of a lifetime.

I Got You Babe

It was warmer than normal in Manhattan. The typical October chill that settled over the island was abscent, and the wind proved to be mostly refreshing, as opposed to that cool cutting wind that often channeled between the buildings.

With the great weather, and the unusual warmth, Fran Fine had big plans for Halloween.

After all, for once the kids wouldn't have to be bundled in coats over the costumes, and she wouldn't have to freeze her tuchas off walking them street-to-street, collecting the goods. Not that she minded the cool weather - anything that resulted in full-sized candy bars, as they handed out in the fancy schmantzy neighborhoods around Park Avenue she was willing to brave - but the ability to fully enjoy the holiday was an added bonus.

Maxwell Sheffield had left for London the week before for a business emergency, and that would be the only disappointment for the evening. Instead of having Sonny and Cher costumes (complete with feather boas, and an appropriately bushy mustache for Maxwell) she'd have to be Cher without a Sonny - it was almost the story of her life!

Still, there was nothing that could get Fran down. She had all the costumes ready, most of which she had made herself, and other than Maggie's complete disagreement that she should go trick-or-treating with them, there was nothing left to take care of.

Of course, as always, in the Sheffield house, things were known to turn on a dime.

When Sylvia Fine called to inform her daughter that she had gotten her hand stuck in Nadine's youngest's easy bake oven, plans looked like they were changing.

Hanging the phone up, Fran turned to the one man who could always be counted on - although with a string of complaints and sarcastic comments - to step in to rescue her when needed. Niles.

Niles wasn't a fan of the whole Halloween tradition. He did enjoy the added opportunity to play childish pranks on Miss Babcock, but he found that Halloween was the one time of year when he couldn't quite compete with her.

Something about this time of year seemed to bring out her inner werewolf, and Niles knew that he had to be prepared for anything.

This was why he was reluctant, to say the least, when Fran begged him to take the kids trick-or-treating in her place, and to take Miss Babcock along for the adventure.

"Why does she have to come with us?" Niles whined.

Fran, ever the voice of reason, explained it to him. "Niles, this is New York, and it's Halloween. Every weirdo in the city will be out tonight. The rule is one adult for each child. One of you needs to watch Brighton, and one has to watch Gracie."

"But *why* am I bringing a weirdo *with* us?" he complained.

"Niles - please... I gotta get to Ma before she gnaws off her own hand. I don't want to worry about you and Miss Babcock playin' nice. Please?" Fran made her trademarked pouting face, and Niles felt his reserve crumble.

"Have you told her this yet?" he asked, just waiting for the fun to begin. Fran was standing before him, unscathed, so he guessed she hadn't bothered to consult with Jekyll or Hyde.

"I've gotta go," Fran pled.

"Oh - Miss Fine - this is a lot to ask, even of our friendship. I'm not sure I want to spend Babcock's favorite night of the year in her presence - I may not make it home tonight. You know her and her kind. One wrong word and I'm her next sacrifice!"

Fran laughed, and slapped his shoulder. "You'll be fine - just don't arm her. My costume is on my bed, and you can probably use what you want of Mr. Sheffield's - it's in his closet, next to the box of cigars. I know you know where *that* is," Fran teased.

Niles groaned. "You're going to owe me big, Miss Fine."

"Next time you want to play hooky to go to Atlantic City, I'm your girl," she promised, and with a wink of an eye, Fran was on her way out the door.

As Fran exited through the kitchen door, CC entered from the dining room. Putting her coffee cup into the sink, CC was anxious to get home. It had been a long day, and she'd had enough of Niles and his vampire/witch/werewolf jokes. Right from the moment she arrived that morning - when he greeted her at the door, shaking a mesh bag of garlic in her face - Niles had been particularly vicious to her that day, to say the least.

Niles quickly contemplated how he would present his proposition. Surely this wouldn't be an easy thing to talk her into. As she turned to make her exit, Niles called out from behind her. "Miss Babcock, don't go yet. I need a favor."

Spinning on her heel, CC wasn't sure what she thought of this favor idea - depending on what it was, it could be beneficial to have him owe her. Of course, this could all be just a set up, and that would probably push her last nerve. "What? You want me to finally put you out of your misery?"

Shaking his head, Niles tried to look apologetic. "I feel terrible about the way I've been treating you today - and I know now that I should have been much more accepting of your religious believes. So you dance naked in the moonlight and sacrifice small children and animals... It's your choice. The point is, I know, in spite of all that, you're a better person than I, and you'll understand how much I need your help."

Listening to his speech, CC couldn't help but laugh. He had the most pathetic face he could muster - which was saying something, because he looked pretty pathetic most the time, she thought - and he was really laying it on thick. "Niles, Niles, Niles... What do you need? Remembering that I'm not really in the mood to do anything for you."

"Well, it's not so much for me," he said, trying to bite back a comment about her not being in the mood. "It's more for Mr. Sheffield."

Suddenly, CC couldn't help but listen. "I'm listening - but speak quickly. I want to get home." She was trying to feign indifference, but Niles could see it written on her face. She was as interested in helping Maxwell as anything, and clearly he had chosen the right plan of attack.

"You see, Miss Fine had to go help her mother, and the children were SO looking forward to trick or treating tonight...but they're such a handful, that we need another adult to watch them."

A spark of understanding hit her. "You want me to go with you, trick or treating?"

"Well, really we'd be taking the young SHEFFIELDs trick or treating," he clarified. "And I'm sure Mr. Sheffield would be eternally grateful."

CC thought about it for a moment, and debated the alternative, which was really just a night at home with the dog. Of course, going out meant a night out with *this* dog, but it would certainly be more entertaining than the alternative. "Ok. But you'll owe me," she said, an evil glint in her eye.

"I'll owe you," he agreed.

"I'm in."

"Oh, Miss Babcock," he continued. "One more thing. There's a costume for you upstairs."

"Wait, wait, wait...a costume?"

"Yes," he continued, "just take off the costume you're already wearing - including the hag mask - and put Miss Fine's costume on."

"You want me to wear something that belongs to Nanny Fine?" she asked, ignoring his insult. "Sure, I can see it now. Are you going to bail me out when I'm arrested under suspicion of prostitution?"

Niles smiled. " Don't I always?"

CC fought back the urge to laugh. She didn't want to give him that benefit, but at the same time, she had to appreciate that he was her 'old faithful' - he never let her down with a smart-ass response, and in turn, she did her best to keep him guessing. It was a hate-hate relationship, with the littlest bit of sadistic pleasure to balance it out.

"What are we going as?" she asked, worried that with Nanny Fine she'd be going as a stripper. The last thing she wanted was a candy-floss costume.

"I've actually only been told the location of the costumes, though I assume it can't be all that bad - Mr. Sheffield wouldn't let it be too risqué," he said, as if that was going to assure her.

"Maxwell lets her run around in next to nothing - I'm not holding my breath that it's even two pieces of material," CC complained.

Looking at the clock, Niles decided it was time to get this show going. He still had to dress the kids, and then get himself ready. "Your costume is on Miss Fine's bed, and I've got to get the children ready. I'm sure she'll have everything laid out for you."

"Great - do you think I know where her bedroom is?"

"It's the one across from Mr. Sheffield's," he replied, getting one last dig in.

"I don't even know where Maxwell's room is," she said without thinking, setting him up for another joke at her expense.

Shooting her a grin, before climbing the stairs he said, "Of course you don't! There's no reason why you would. Follow me, I'll show you where it is."

Looking at herself in the full-length mirror, CC briefly considered strangling herself with the long black wig - or maybe strangling Niles would be a better idea. There was no way she could leave the house like this - looking as though she had just crashed her Delorean into a 1970's nightmare.

CC sighed. As she took a step towards the door, she remembered why platforms were a short-lived fashion. They were impossible to walk in.

"Ouch," she cried softly, crouching to rub her sore ankle.

This was NOT meant to be a function outfit, or at least, not for someone as well endowed as she was. "Damn Nanny Fine," she grumbled, straightening what was probably Fran's idea of a skirt, though it was more like two dishrags sewn together with a tassel trim along the bottom.

The bare midriff was something else, all together. Turning to the side, she silently said a thank you to her personal trainer who had been keeping her in shape. Fitting into this getup was a accomplishment, never mind looking half-way decent - if you liked that straight from the trailer look.

Grabbing her business suit jacket, she put it on over the top. Maybe there was a way to negotiate with Niles, though there was probably greater chance negotiating with a run of the mill terrorist. Niles wasn't known for his ease of communication when it came to her.

"Niles," she called around the half-closed door. Waiting a moment and hearing no response, she called again. "NILES" she shouted, hoping at least then he'd hear her.

Working her way around the door, she tried not to get the waist-length black wig stuck in the lock. "Niles," she called again.

Standing at the top of the stairs, her ankle already throbbing, she worried she might have to seek him out in the living room. "NILES!"

"Yes Miss Babcock," he asked, appearing behind her.

"Ah!" CC almost lost her balance, and were it not for his hands reaching and grabbing her, she'd already be at the bottom of the stairs.

Common courtesy is to thank someone who saves you from injury, but not for CC Babcock. "You almost killed me," she shouted at him in horror.

"I saved you, actually," he replied, taking in her get-up. The bushy moustache was itching his lips. "But your costume doesn't look quite right..."

"You should have shaved this morning," he continued, "you're supposed to be dressed as Cher - we can't both be Sonny."

"Funny, Niles," she said, while regaining her footing and straightening up. "Get your hands off of me."

Niles hadn't realized that he was still holding her. Quickly removing his hands, he adjusted the horrible moustache.

"You look ridiculous, you know?" she laughed, almost loosing her footing once again. She toyed with the hem of her suit jacket. "I feel ridiculous - I suppose we're a good pair. This getup is not suitable to wear out, let alone take children somewhere," she complained.

Niles eyed the length of her legs that were revealed from the bottom of her jacket, and the tassel that peaked out from below. "I don't think that suit jacket compliments the tassels," he pointed out, wondering if he really wanted to see what else she was wearing.

"There must be something else I can wear," she almost begged.

"We're SONNY and CHER - if I can wear this get up," he pointed to the moustache and the dark brown wig that she seemed to have missed, "you can wear whatever she left you."

"You look like Bozo, the rogue Beatle," CC admitted.

Twirling his finger in his moustache, Niles merely smiled. "And if you leave that jacket on, you're going to look like a strip-o-gram," he replied.

CC looked at him, and decided that it was better just to get this over with. Maxwell had better understand the things she did for him and his family, because she had no intention of making a repeat performance of this magnitude.

Slipping off the jacket, CC hoped that everything had stayed in place during her very near fall. The shirt left something to be desired, in it's deep v-neck, high fitting glory, and the moment she took the jacket off, she couldn't help but look away.

The last thing she wanted was to see the look of disappointment in Niles eyes, or the gleam when he revved up for a jab at her expense.

"You look fine," he finally said, pulling on her arm and encouraging her down the stairs. The last thing he wanted was to let on just how good she looked – CC Babcock definitely had the curves to pull of a scant costume, and then some. Trying not to appear over appreciative, he allowed his eyes one glance up and down, before he tried to channel the 'appreciation'. "Come on, Babcock. The sooner we go, the sooner we can get this over with and get out of these costumes."

"I hope Maxwell appreciates this. I'll die of embarrassment if we run into anyone I know!"

Smirking, Niles said, "Come on, Babcock. Look at this from my point of view! I have to be seen with YOU!"

"Ha ha," she snickered.

Niles trailed behind her, watching as she made her way down the steps. He had to admit, the tassels looked *very* good on her, and he had never seen so much of her body, revealed and on display like that. Maybe he had to thank Fran for this opportunity.

"We're ready," Brighton and Gracie said in unison.

Gracie raced into the foyer and stopped, smiling at the foot of the steps. Fran had outdone herself with this costume, dressing the little girl up as Sigmund Freud. The skullcap and white hair that came out of it made Grace look like an old dwarf, and the beard and mustache that Niles had stuck on only added to the effect. The small grey suit was actually impressively well fitting, and the girl actually resembled the famous psychologist.

Brighton managed his way around the corner a minute later, bumping into the corner of the wall.

"My God, what are you?" CC asked, squinting at the boy. Maybe she needed her contact prescription updated, but he looked like a mattress. It was positively indecent.

"I'm a Game Boy - jeez, you adults don't know anything," he complained, meanwhile getting an eyeful of Miss Babcock.

Niles laughed, impressed by Miss Fine's creativity this year. Previous years, when Mr. Sheffield chose their costumes, the kids often went as boring things like princesses, or ball players, or ghosts - he'd lost more than one set of good linens to Maxwell's endeavors.

"Who are you two?" Grace asked, checking out the duo. She wasn't used to seeing them so out of character and it was more than a little interesting. The wheels were already spinning.

"We're Sonny and Cher," Niles replied, and he laughed when the kids looked at him, completely confused by the reference. "Don't worry about it. You kids look great. Do you have your trick or treat bags?"

As their hands shot out from their sides to show off their bags, CC groaned. Were those things supposed to be filled before they came home?

She'd never gone trick or treating as a kid - it wasn't appropriate for someone of her wealth, or status. "Let's get out of here, so we can get this over with," she said with false sincerity.

"Yay," the kids screamed.

"Hold my hand, Miss Babcock," Grace said, taking her hand and rushing to the door.

"Ugh, your hand is sticky!" CC whined, "Dare I ask what you've been doing?"

Grace pulled CC out the door and onto the sidewalk, with Niles and Brighton close behind. "I was eating candy."

"You've already had candy? Then why must we mooch more from the neighbors?" CC shook her head, already annoyed with the children. How she would make it through this stupid ritual, she had no idea.

'Because it's fun, Miss Babcock! Didn't you ever have fun as a kid?"

CC thought for a moment. "No, I didn't. Things that are fun are usually terribly low class. This is no exception."

Niles groaned, thinking about if CC ever decided to procreate. She would probably have the most stunning children, but they would be horribly repressed.

"Miss Babcock, surely not all fun things are low class in your books?" Niles asked, before realizing her possible interpretation of his remark.

Narrowing her eyes, CC debated how to answer. "Well, I suppose if you do them right," she said, before letting her voice trail off. "So how many houses do we have to hit before we're done?"

Brighton shrugged. "Depends on how good the loot is. If there are a lot of little chocolates, then we have to go further - or tootsie pops. I hate those things."

"The better the candy, the faster the night is over?" CC asked.

"Yep!" Both kids both said, beaming.

"We could just swing by a Rite-Aid and buy all the candy, and spend the night sorting it - less chance of being seen like this."

Gracie was already off, on a mission, and steaming forward toward Park Avenue. "Let's go," she called behind her.

Niles watched as CC trailed behind the child, quite the vision to behold. He had to shake these thoughts; this was her night - witching night - and the last thing he wanted was to fall under her spell.

With every step CC took she could feel the blister forming on her foot. If this was going to turn out to be a long walk, Niles might need to carry her back. She wasn't sure how she felt about that.

Truthfully, CC had always been slightly curious about Halloween. She had never been allowed to trick or treat as a child.

One year she actually begged her parents to allow her to go, but they were always very strict with her. Anything that appeared less than classy was strictly forbidden.

If Niles weren't with her, she might actually enjoy this little taste of normal life. She would have preferred to pick her own costume too. Something less revealing - not to mention that the platform shoes clearly weren't intended for long distance walking.

Niles had noticed that her steps were slower than her usual long, smooth stride. He also noticed that she was much too quiet, and he was afraid of what her introspection might mean. A quiet Babcock was a dangerous one.

"Can we go to the haunted house?" Brighton begged.

Last year, a very posh condo on the park began a haunted house, and opened it to the kids in the area. They had pulled out all the stops, and made it quite the terrifying event. In fact, if Niles thought about it, he might still have the claw marks from Fran, when the brain-eating zombie appeared from what was normally the studio.

"I don't know - it's pretty scary," Niles said. "I think it might be a bit much for Miss Grace."

Brighton groaned. "That's not fair! It's the best part of Halloween!"

CC looked at Niles, and realized that this haunted 'house' that they were talking about probably wasn't the run of the mill sheet-covered old ladies that she would expect. "We don't want to scare... the little one," she said, covering the fact that she too had an issue with ghouls.

As a child, Noel had been torturous, and had often scared CC. The sheer size of the mansion meant she could never know when to expect him, and the fact that they had so many large rooms with antiquities gave the young boy plenty of opportunity to surprise her.

As an adult, CC wasn't quite to terms with horror movies and the like.

"It's fine, Miss Babcock. I know that these things are merely psychological. If you think ghosts and goblins are scary, you should read The Interpretation of Dreams by Freud." Gracie spoke with such authority that CC knew this would be bad. If they did endure this dreaded haunted house, she'd be forced to maintain her composure. The last thing she wanted was to be scared around the domestic.

"Haunted houses are so very lower class - I can't believe they do these things in this neighborhood. Good thing I bought further uptown," CC said, hoping that somewhere in her objection Niles would think of a reason for them not to go.

"It's new money," Niles admitted. "But it is well done. Are you sure you'll be ok, Miss Grace?"

When the little girl nodded, Brighton did a dance of joy and led the group toward a building with swarms of people outside. "Let's go," he said. "We don't want to miss all the good entrails!"

They stood in the line for nearly an hour. It seemed that every family in the neighborhood had flocked to this event.

As they got closer to the front of the line, a volunteer spoke to the next group of people who would go through the house. "This is extremely scary and not recommended for younger children," she said.

A small girl in front of them turned to her father, "Daddy, I've changed my mind. I don't want to go in!"

CC felt herself quiver slightly. She could handle herself in the real world - she was a single woman living in New York, muggers and killers didn't scare her - why did she have to be such a wimp about this? "Niles," CC said, "are you sure this is a good idea? I would hate for little Gretel to get scared."

Niles could see right through her. "Don't worry Miss Babcock, I'll protect Miss Grace - and anyone else who happens to get scared. I'm more concerned that you might frighten the monsters away."

"Ha ha," CC said, watching as the group went in, and the little girl and her father walked away from the building. Clearly he had more sense than Niles, she thought. "All these years and I've yet to get rid of you - I'm more worried the monsters will flock to their leader."

Holding Gracie's hand, CC gave it a squeeze as she heard a scream from within. "Ow, Miss Babcock you're hurting me."

"Sorry," she mumbled, letting go. She had forgotten that she had the little hand in her own, and when the scream echoed through the foyer, CC only thought about the potential to escape this madhouse.

"Niles, do you remember last year when that lady peed her pants?" Brighton asked excitedly.

Niles laughed. This conversation would surely not put CC at ease. "Well, she was very old. Not quite as old as Miss Babcock, mind you, but..."

"Wouldn't it be neat if someone actually died from fear?" he asked again.

CC looked at the boy with a glare. "Wouldn't it be neat if we went back to the house and didn't continue this ridiculous foray into the low-class and completely uncalled-for? You kids should be studying, or ... or watching TV," she said, realizing it was a lame cover.

"Miss Babcock - this is an annual event. You should know that - aren't you attending your ritual Covent meeting tonight?"

"Niles... I'm just saying that scaring them can't possibly be the best way to spend the night."

Just as Niles was about to reply and ask her what *was* a good way to spend a night, the guide came back out, reiterating her previous warning. "You guys re good to go," she said, noting the horrified look on CC's face. "If you need anything, safety in the house is closely monitored."

"Great," she said, wondering if there was a bathroom before the fun started, and if she could get out of her costume.

They stepped into the large foyer of the old mansion. It was quite dark, and CC squinted to make anything out. She couldn't even see where they were supposed to go from there.

As Niles took a step forward, CC found herself grabbing his shoulder. Between her shoes and her jitters, she was likely to fall flat on her face if she didn't hold on to him.

After another step in unison, a strobe light lit the room, and they found themselves a few feet away from a heavy set man, covered in blood and swinging a meat cleaver. Bloody torsos hung from the ceiling. CC screamed, and her grip on Niles shoulder tightened.

"Ouch!" Niles yelped. "Damn it Babcock, calm down! You're cutting off my circulation!"

Brighton laughed, "That was so cool!" CC released her grip, took a deep breath, and reminded herself that this was fake and she was acting like an idiot. The lights went off again.

The strobe lights around the room were disorienting, and CC wasn't sure where to look. Every step made her nervous, for fear of another hatchet wielding maniac jumping out.

"Don't be scared, Miss Babcock," Greta said. "It's only as bad as you let yourself believe it is. They can't hurt us."

CC looked down at the child, and realized that somehow she was much more rational than CC could ever muster. Maybe it was total fear of the unknown, or the lack of control, but she was never going to do this again.

"You know, Miss Babcock, that man we just passed... wasn't he a former beau of yours?" Niles grinned at her, hoping to break her concentration and maybe make her smile.

"Sure, Niles," she said, keeping her eyes peeled. As they turned the corner, the floor began to shake and CC felt her body being thrown against Niles - her shoes provided no stability, let alone balance. "Oh," she cried as she grabbed onto his vest.

A moment later, a hidden door flew open, and a body fell forward, its eyes shooting to either side of its head, and causing a thud as it crashed against the floor.

That was enough for CC to actually scream and bury her head in his shoulder. Niles held her closer and could feel her shivering. She was taking this worse than either of the kids.

"Shh, it's ok," he whispered, before helping her stand upright again.

As they stepped over the body to pass further along the hallway, a hand shot out and narrowly missed her ankle, causing CC to flinch.

"Who's brilliant idea was this?" she asked, watching as Brighton and Gracie walked a few feet ahead, laughing at the pranks.

"None of it's real," he promised.

"How do you know?" CC squealed into his neck. "How can you be certain that the Jeffery Dahmers of the world never volunteer for these stupid things? It's the perfect cover for a killing spree. Nobody would notice until it's all over."

Her breath on his neck sent shivers down his spine. He held her tighter, regretting talking her into this. She clearly couldn't handle it, and now they were stuck having to go through the entire house before they could get out.

"Babcock," he reasoned, "we have to keep going if you ever want to get out of here. Just stay close to me." He put his arm around her shoulder, and she snuggled into him as he began to lead her again.

This time, the zombie that appeared around the corner was carrying a squealing child, and CC could only hope that they were both actors. She kept an eye out for their two little terrors, and mattress and psychiatrist accounted for, she averted her eyes.

"It's not real," Niles reminded her.

CC nodded, though she really didn't believe him.

"This is the best," Brighton said, enjoying the ambiance, and scary noises.

The floors squeaked and the room felt like it was moving, though whether it was the strobe light or the orange hues cast through out the house, CC wasn't sure. She was sure she saw something move beside her, though there was nothing to be seen other than blackness. But it felt like something was there - she was sure there had to be.

Shifting away from Niles, she moved to the wall, and stuck her hand out, only to be grabbed by a ghoul in a black costume. He barely had a grasp on her, but that didn't stop CC from screaming at the top of her lungs.

Niles moved quickly, wrapping his arms around her, and quietly whispering in her ear. There had to be something to console her. "We're almost out," he promised.

Brighton and Grace stopped and came back to where the normally reserved woman had her screaming fit. "Are you ok, Miss Babcock?" Grace asked.

CC hesitated. She felt like such a baby. "I don't like these sorts of things," she defended, though her voice was quiet. There were screams all around them, and it seemed like this was lasting forever.

Soon CC felt herself being pushed up a staircase.

"Almost out?" she whispered to Niles, who's arm was firmly around her waist. "We're going upstairs, somehow I don't believe that we're almost out."

"Keep calm, Babcock. You're going to give yourself a heart attack."

The entire way up the stairs disgusting things from over head brushed CC's face. This was truly the most uncomfortable she had ever been in her life.

"I'm never listening to you again," she said, almost too quietly for Niles to hear, "Never...never again. This is not worth it - I don't know what I was thinking trying to impress Maxwell by doing this with his children. I'm never going to try to impress Maxwell Sheffield ever again."

"Oh, yes you will," Niles said. She was only frightened. Tomorrow she would be back to her old self.

As bats started flying around them, Brighton and Gracie darted into a room.

"You two," she called after them. "Niles, if there are any corpses in there, I'm out of here... You're on your own. "

"It's just for fun," he reminded her. "Next year we'll take you to the Rocky Horror, and you can be with your own type - transvestites, aliens and sluts..."

That managed to get a snicker from her. It might not have been CC's idea of a good idea, but at least it was a far cry from this torture they were subjecting her to now.

"Only if you dress as Fran-N-Furter," she bargained, imagining Niles in a teddy and a leather pair of briefs. The fishnets might also be entertaining, and he could wear the horrid shoes.

They found the kids, huddled over a coffin.

"I didn't sign up for this," she growled. "Maxwell had better not be away next time, because I'm not doing this again," she swore again.

Niles was starting to believe her.

When they approached the coffin, they saw a 'corpse' and its body seemed to be decaying before their eyes. Whoever had put this together had really put a lot of effort into it. When the hand reached up, the kids jumped back, and CC buried her face in Niles' shoulder again.

He'd never admit it, but he was starting to enjoy all this contact with Babcock.

It was amazing that the scent of her hair could make him feel so relaxed, given the circumstances. He just wanted to hold her forever. She jumped into his arms every time something frightened her - maybe this wasn't such a bad idea after all.

"Ok, kids," Niles called to them. "We've got to keep moving. I think Miss Babcock has been tortured enough." His concern shocked everyone.

CC removed her face from his chest and looked up at him. "Niles, you can't tell me that you've finally gotten your fill of torturing me," CC gasped.

"Well, I'm taking pity. Who would have thought that the Bitch of Broadway could be such a chicken?"

"I don't like to be scared - your usual brand of torture is mostly just annoying. This is just cruel and inhumane," she shuddered, as they walked past several more closed doors. Oddly, the idea of what was behind the doors was almost as frightening as what they'd actually already seen.

Following the dimly lit 'exit' lights, Niles and CC continued to stay close together, worried that something more would jump out.

When CC saw bright light at the end of the hallway, down the next set of stairs, she grinned. "It's over?"

"Looks that way," Niles said, sad that this might mean the end of holding her. He was growing more than fond of having her so near.

CC sighed. "Thank God," she said, and watched as the kids raced up to a witch standing over a giant caldron.

"Were you kids scared?" she asked, her voice cackling.

"Nah," Brighton said. "That stuff was cool."

"I find reality much more frightening," Grace added, looking into the caldron. "Are those candies for us?"

The witch nodded. "Only for good little boys and girls," she said. "Choose one."

Brighton looked through the loot, finally deciding on what he thought was the largest chocolate bar he had ever seen. Gracie, much less worried about the candy, chose quickly and pulled out a large package of bubble gum.

"Would you like some?" the witch asked, as Niles and CC approached.

"I think I'd like some water," CC admitted, her throat hoarse from having screamed quite so much. The witch merely nodded and handed her a bottle of water from a cooler.

"We have adult tricks and treats too," she added. "What would you like? A trick or a treat?"

CC looked at Niles, afraid of what the package could entail. "Treat," she said, very definitely. Her ideas of tricks were going to be limited to poker from now on. The witch handed her a package and smiled. "Enjoy. And you, sir?"

Niles smiled, and thought about the turn of events that evening. "I think I want a trick - this night's been treat enough." Taking his bag, he was about to open it, before the witch stopped him.

"That's for later," she assured him, and CC and Niles exchanged confused looks.

"Ok?" he agreed, before leading the kids from the building.

This was all very strange, even for them, and even for Halloween.

"Shall we go and find some candy now," he asked, noticing that CC still hadn't let go of his hand.

The kids darted ahead, thrilled at the night ahead of them, while CC debated crouching against a building and being picked up on their way back.

Niles gently pulled her by her hand.

"Niles, I don't think I can handle all of this," she whined.

"Oh, come on Babcock," he said, as he gently tugged her along, "the scary part is over now. The rest is all fun!"

With a deep sigh, CC followed him and watched the kids run to a house and ring the doorbell. How she wished as a child that she could participate.

The energy and sheer joy that the two Sheffield children were displaying was truly magical. Not that CC wouldn't prefer to rest a while before continuing, but it was nice to see that despite their wealth, Maxwell's children seemed to be fairly normal.

A thought struck her. "Niles, what's in the treat bag?" she asked.

"I didn't look. She said it was for later. I mean, she was a witch - I didn't want to cross her. I've learned that from you," Niles said with a smirk.

"Well, shouldn't we look? It's strange don't you think?" Looking at the silver bag, CC held it up. It was heavy, but not so heavy that it was conspicuous. It was just awkward to keep dragging around.

Shaking his bag, Niles debated her question. "What if it's bats?" he asked.

With a glare, CC hoped he hadn't meant that. Not that she thought there were bats in her bag, because it was too heavy, and if nothing else, the sealed plastic probably would have suffocated them. "What if there's candy? Watching these kids get all that loot was making her hungry, and what with the evening's events, she hadn't had much time to eat.

Niles actually quite enjoyed this side of CC. Not only could she surprise him, but also somewhere along the way she actually developed a quite endearing way of making him believe she was sincere when she spoke. The normally cold edge that she was accustomed to sharing him was suddenly replaced with seemingly genuine sentiment.

"I'll open mine if you open yours," Niles said, looking at the kids on the doorstep, smiling as they chose their candy.

"Deal," she said, hoisting the bag a little higher. "I chose treat - if this is anything other than some variety of snack food, I'm going to be pissed." Opening the bag, she peered inside. "You've got to be kidding me."

"What? Not bats, right? That's got to be a good thing. Is it edible?"

CC laughed. "I suppose." Lifting the small bottle up, she held it up for Niles to see. "Chocolate body sauce. Paintbrush included. You weren't joking about the whole nouveau riche thing, were you?"

Niles snickered. "Anything else?"

"Nothing I can pull out on the sidewalk," she said, glancing back in the bag and noticing a small bottle of massage oil, and what appeared to be some sort of massage tool.

"I don't know if I want to know what the 'trick' is," he laughed, opening his bag.

"We're ready for the next house," Brighton said. "The candy is good this year!"

"And everyone looks so pretty," Gracie said, scratching her faux moustache. "Miss Babcock, I really like your costume. You look very pretty - I don't think I told you that already."

"Thank you," CC said, noticing that Niles seemed to be in agreement. The way he looked at her told her that he wanted to know a little bit more about her goody bag.

Moving to the next house, Niles lifted his bag. "I guess we find out what that witch's idea of 'trick' was," he laughed.

Niles opened the bag and looked inside.

CC laughed as Niles' face turned the most interesting shade of red. "What is it?" she asked.

"It's...uhhhh...something that I shouldn't be looking at with children present. I can't believe they would give such things for Halloween!"

"Oh, come on, Niles. Show me!"

"I'm actually not entirely certain what it is," Niles said, examining the object in the bag, "I am English, after all. The women I've dated in the past weren't exactly the passionate type who would use such things."

CC's curiosity was overwhelming. She had to see this mysterious trick. "Hand it over, Niles. I'll tell you what it is."

Looking in the bag, her eyes became wide. "My, these really are tricks, aren't they?" she said with a smile. "A little precarious for use on your own, but I'm sure you'll learn." Handing the bag back to him, she smiled wickedly.

"What are they?" he asked, watching her as she walked forward. Clearly the kids had gotten their treats from that house, and were now moving forward again.

"Do you really want to discuss this in the middle of the road?"

"I'm not asking for a demonstration," he whined, though the idea was intriguing enough.

CC laughed. "OH, you'd enjoy that." Leaning closer to him, she couldn't help but brush her fingers over his arms and watch him shiver. This game was becoming more of a trick and treat adventure than anything else so far that night. "Without examining it closer, I'd have to say that'd be a cock-ring, and a vibrating condom."

Niles worried about what those might be, though that she knew intrigued him more. "You've never been trick or treating, but you can intimately detail sex toys?"

CC laughed. "What can I say? I'm not British, and I enjoy sex," she teased.

He was sure he was a goner - this conversation had degraded into something much more interesting than he was originally intending.

"The kids are having fun," CC said, noticing the look on his face that told her he was struggling with the image she had conjured.

"They are," he agreed. "So, where did you learn about these things?"

Laughing, she shrugged. "A little here, a little there - sometimes very little," she said wickedly. "That's when these things come in very handy - when there's an issue of compensation."

Cockily, Niles felt the need to make a comment. "That's clearly why I've not encountered these things," he said with a grin. "I've no need to compensate."

It was her turn to blush. "All talk," she scolded. "Meanwhile, when was the last time YOU went out on a date?"

Niles paused for a moment, trying desperately to form an acceptable answer. "I took a lovely fireball of a woman to see a movie last weekend," he finally answered.

"Niles, that was Nanny Fine," CC said, "and the only reason you took her was because Maxwell had a meeting to go to. I somehow doubt that your 'date' with her evolved into anything more than a midnight ice cream sundae."

Niles shook his head, "Is it beyond your comprehension that a man and a woman could have an enjoyable time together without having sex?"

CC reflected briefly on her past dates. Most of them were attractive, wealthy men who left much to be desired in the personality department. Spending an evening with any of them would be a total waste of her time if she weren't getting *some* kind of excitement out of it.

Still, she was selective with her partners. She would never have sex with a man she truly disliked.

Niles watched her formulate her answer, hardly believing that he was actually having this conversation with her.

"Niles," she finally answered, "I'm really not nearly as promiscuous as you think I am. I hardly sleep with every man I date."

He gave a sad sigh, wishing he could be the one to show her a platonic good time. Not that he wasn't interested in everything she had to offer, but he wanted to show her how a real man should treat her. Not just as a beautiful warm body, but as an incredible person with feelings and ideas - his equal.

"I never thought you did - though after identifying the contents of my bag, I must admit I was intrigued. I'm hardly as daft as to confuse intelligence with promiscuity," he said quietly. "Though, there are several fun things to do on dates which don't require the use of ... devices."

"Oh?" She asked intrigued.

This honesty that they were sharing was unnerving. She had never spoken with anyone about relationships or fears, or even silly things like the way her parents raised her. These things were always off topic - conversation was hardly the first thing she would delve into for fear of being too vulnerable. Somehow, even though neither of them had said it, CC was sure that tonight they had a truce.

"Well, have you ever gone on a date to a baseball game?" He asked, stepping a little closer to her. This was too good to be true; being able to speak to CC Babcock without fear for his life was something he never anticipated as a possibility.

"I'm not much of a baseball fan," she admitted. "Why?"

"If you did, you'd realize that sometimes people watching is as much fun as the game. I'm not much of a fan either, but the way people act and the way they get sucked into the game is almost more interesting."

"And women don't mind being dragged there?" This was a novel idea. Her dates always consisted of the same five or ten things. Dinner at a posh restaurant. Lunch at a posh restaurant. Drinks at an upscale bar. Appetizers at an upscale bar. In fact, how did dining dictate so much of her social life?

Every so often they'd end up out at a theatre event, or at a concert, but for the most part, there was a very strict guideline that she'd followed on dates. Almost always CC would end up back at their place - she hated bringing men home to her penthouse. That was her place, and she was not inclined to share it.

"I don't always do the same things," he said, though he realized that made it sound like he was out on dates frequently.

If he went out more than once or twice a year, it was impressive. Dating was hard for Niles.

Although he loved beautiful women, he also loved *intelligent* women, and sometimes the two were not hand in hand. A few times he had met someone who could stimulate both aspects of his interest, and at those times he'd find another fault, be it location, or otherwise. Sometimes he just wasn't ready to welcome someone into his life, and for a man of his age, there weren't many more 'right times' left.

"Well, what else do you do?" The kids had met up with another pair of children, and were now happily traveling in a group of four.

CC smiled that they had met others so easily, and wished that she had the same kind of experiences they were now having. The Sheffield kids were happy, and she envied them by extension.

"Depends on who I'm seeing. Sometimes it's a museum, or a gallery, or a game... I like to do things that are different - I don't want to plan my entire night around a meal. I'd rather be out and seeing things, or doing something so that we can talk, and enjoy each other."

CC couldn't deny that sounded good. "And then you take her back to your room in the mansion and sneak her out in the morning?"

She hadn't meant for that to sound so catty. In fact, she had meant for it to be an honest question, but no doubt he'd misinterpret that.

"Romance isn't all about sex - not that I don't love sex too," he said. "But romance is as much being together and having intimacy in the every day things as much as it is having phenomenal sex. If I have to worry about if she'll want to come back to the mansion to my room, then I know she's not right for me," Niles said simply.

"Are you saying that she shouldn't care that you live in someone else's house and have no privacy?" CC asked, not sure that she was following.

Niles shook his head. "Not exactly. I'm saying that by the time we're even considering starting a sexual relationship, we already have experienced that connection and intimacy in other ways. Small things, such as how much privacy I have in the mansion become non-issues. We already care enough to want to make it work." Niles really sounded like he had it all figured out.

CC's stomach dipped, and she tried to push the feeling away. "If you're such an expert in love and romance, why haven't any of your relationships worked out?"

Absentmindedly, Niles brushed her arm with his hand. "Because, no matter how hard a couple tries to make it work...sometimes it just isn't meant to be...I've never experienced a heart stopping love and need for any of the women I've dated."

CC was trying hard to not consider her own relationships, according to his method. Not only had there never been that heart-stopping love that he mentioned, but there had rarely been anything more than passing affection, warm skin and fiery hot kisses.

"You sure make this all sound very intriguing," she said, this time feeling courage that she hadn't experienced before. CC almost wanted to ask him to demonstrate this theory, in the spirit of good scientific theory and the conviction that he showed.

"I'm not interested in passing fads - I want something solid, or nothing at all. Being alone isn't as bad as everyone lets on, and it's very different than being lonely."

CC nodded, following as the kids darted ahead. The night around her seemed almost completely insignificant, as she felt consumed by the man she was speaking to. Was this what he meant about 'other' forms of intimacy? Was conversation some foreign form of foreplay that she had missed out on in her life so far?

"What are you looking for in your partners?" Niles asked easily.

CC shrugged. "They usually find me," she admitted. She had never considered a man as her partner - at least, not in the romantic sort of the word. There was the business aspect of her life in which partnerships were expected, but relationships were always just men. "I don't exactly go trolling for them - no matter what you think."

Niles shrugged. "The best things happen when you're not looking," he said honestly, once again appraising her costume. He certainly hadn't been looking that evening, but as the night progressed their relationship seemed to as well. Maybe they weren't going headlong into a profession of love, but they were certainly headed toward civility.

Hoping he was right, and hoping that maybe the type of love he believed in would someone convert her to a believer, CC stopped for a moment. "I'm either going to need to take these shoes off, or we're going to need to stop, at least for a while," she said.

Nodding, Niles looked ahead to the kids and called them back toward the adults. "Do you kids want to stop for a snack? Maybe pick up some appetizers and recover before we continue on? Or are you done?"

"A snack would be good," Brighton said, and Grace nodded in agreement.

CC was oddly pleased by this development. The chance to take off her god-awful shoes for a few minutes was great, and she was even more pleased that this truce with Niles wasn't about to end quite yet.

Conveniently, as they got closer to Central Park they started to pass the Soft Pretzel carts. "What do you say, Babcock," Niles asked, as the kids ran ahead once again. Can I interest you in a pretzel?"

CC smiled. This was really starting to feel more and more like a date, and to her surprise, she didn't entirely hate that feeling. She nodded, and watched as Niles bought pretzels for everyone.

She followed him to a nearby bench, where they sat in silence for a while, eating their pretzels and watching the children compare candy.

"I guess I'm just looking for what every woman wants," she suddenly said.

Niles looked at her. "What?"

"In a partner...I'm looking for what every woman wants."

Niles was surprised. He hadn't realized that she was still thinking about his question. He had expected that she had given as much of an answer as she planned to.

"What is it that every woman wants?" he asked.

"A man who respects her, and treats her well...someone who will do romantic things...Bring flowers, take her on those silly carriage rides through Central Park...you know?" She thought for a moment longer before continuing. "Of course, I'm not unrealistic enough to really expect that."

"But why is that unrealistic?"

"Because as we get older, people change their expectations. Most men are on their second, third... fourth... wife, and they're well beyond the flowers and carriage ride stage. At this point, I think I'm more appealing as a bank account and a warm body than as a 'girlfriend'." CC admitted.

"That's just because you're not a *girl* anymore, and of course you're not a *girlfriend*- you're a woman," he said, with a distinctive tone in his voice that she had heard before, at times when they let their guard down and found themselves spontaneously kissing. "It's a silly thing to think of relationships like that anymore, but it's not unreasonable to expect romance and kind gestures, and respect. Respect, most of all, is not negotiable."

Finishing her pretzel, CC thought about the way he described what she deserved. She couldn't say he was wrong, but she wasn't sure that many men thought like that anymore.

Reaching down to take off her shoes for a moment, CC didn't notice how Niles appraised the creamy skin of her back, or her hips. He definitely appreciated the view. "How are your feet feeling? Does your ankle still hurt?"

CC nodded, but then realized that for most of the evening she had been so consumed by him that she hadn't remembered her own discomfort. It had only been the last few houses that had really hurt her feet.

"Niles, do you think that the reason we've not met the right people yet is because we're not ready? Or do you think we've not met them because we've been thinking about it too much?"

Shrugging, Niles looked down at the kids who were sitting to their side, on the ground (though Brighton seemed to be struggling with the position) and sorting their candy. "Maybe a bit of both?"

"Maybe."

"When you do find the right woman, she'll be lucky. You're of a rare breed," CC said, only realizing after the words left her mouth that she had said something completely out of character. It wasn't that she didn't believe it, or mean it, but she never said anything that kind to Niles.

Her words had caught him off guard. "Well, when you find the right man, he won't believe how lucky he is. Especially if you can identify those things in the trick bag," he said, adding levity to the moment.

CC laughed, and leaned back, oddly enjoying the evening. Even though her skin was starting to itch from the sequins, her feet were aching and the wig was hot to wear, she was enjoying the company, and enjoying the conversation.

It was rare when she actually enjoyed adult conversations that weren't based on productions or business expectations, and the rare glimpse at the man behind the duster was proving to be an educational experience.

While they sat on the bench in silence, Niles silently prayed for something to happen to set off CC's temper. Anything to pull him out of this fantasy world he had somehow slipped into - the one where she was the woman of his dreams and he so desperately ached to kiss her - and remind him that she was still the same CC Babcock she had always been.

His heart broke when he thought of how much she had missed out on. In her experiences with men, she had learned that they really are all after one thing. It must be hard on her - he realized. Being so wealthy, well known and beautiful, of course she's the type to attract all the wrong men.

How he wished that he could be the right man for her - if only he wasn't...wasn't what? For a brief moment, Niles considered that it was possible that she might give him a chance. That feeling quickly faded when he realized that soon their evening would be over, and everything would return to normal. This night was a once in a lifetime experience with her.

"You got awful quiet," CC said, wondering if he was feeling as awkward about their newfound peace.

"I was just thinking that you deserve better than what you've had - and I hope I've never contributed to the slew of losers you've dated. I mean... not that we've dated," he said, trying to recover. "But that maybe our not-always-amicable relationship hasn't impacted your choices otherwise."

Smiling, she saw a genuine look of concern in her eyes. "Niles, I was screwed up long before I came to work for Maxwell - don't flatter yourself."

"Niles... can we go trick or treating again?" Grace asked. "Brighton and I are trading candy, and if I get two more peanut butter cups, I can have his potato chips."

CC smiled. "I think we can do a few more - though Niles might have to carry me back to the house if we go too far."

He liked the way that she spoke for them both, and how she seemed to be warming to the idea of being together. "I'm not sure slinging you over my shoulder is a good idea with that costume," he teased.

Bending to put on her shoes, CC realized that there was no way she was going to manage it without giving everyone a show. She had managed to more or less just kick them off when she sat down, only having to give a slight tug at the strings, but now she'd have to figure out a way to put them back on.

Niles saw her bend forward, and try to cover her chest with her arms, while also trying to reach the shoes. As much as he'd enjoy that type of peep show, he also knew that it would be perilous at best.

"I'll do it," he said, reaching for the shoes. "Shift over, and let's get these things on," he said, marveling at the shoes. "How Miss Fine wears these, I'll never know."

CC blushed as he positioned himself to help her. Swinging her legs up onto the bench and resting her foot on his knee, she felt a tingle where he touched.

"Niles," she asked as she watched his fingers linger on her leg. "Are you getting soft on me?"

The corners of his lips turned up, as he tried to hide his smile. "Believe me, Miss Babcock, I'm anything but soft right now."

It was a very blunt, and very clear message. There was no mistaking the meaning behind his words. CC knew that, from the history of their relationship, she should be disgusted...not intrigued. She couldn't help but feel intrigued.

Perhaps their conversation that evening was exactly what she needed to help her look past the butler and see the man underneath.

Niles couldn't believe he had actually said that! Of all the times for his inner monologue to let something slip! What had happened to taking things slowly and getting to know a woman before trying to get her into bed?

"I'm sorry, I shouldn't have said that," he said, hoping that she wouldn't think he wanted the same thing every other man did. Not that he didn't - he just didn't want it for the same reasons.

Putting the second shoe on her, he tried not to look up the length of her legs. If he were to consider them much more seriously, he knew that the next step would be running his fingers up the creamy smooth skin.

"Did you hear me complaining?" she asked, uncharacteristically playful.

Niles smiled. Maybe this wasn't working against him, even if it felt like he was stepping out of the boundaries of their relationship.

There were two ways of replying to her - he knew that of the things he could say, there were only two acceptable responses. The first was to just simply move on, and avoid what she just said, and the second was to acknowledge it, and maybe push the conversation one step further.

"I promise you'd have no complaints," he whispered, tenderly grasping her leg and moving them back to the ground. The flush on her face told him that she was thinking the same way he was.

"Let's go," the kids said again, this time more anxious.

"We're being called for," Niles said. "We should get going."

CC merely nodded. All of these thoughts seemed to come out of nowhere, and all she wanted to do was to attack Niles and kiss him - how did he do that to her?

As he helped her from the bench, CC felt her heart flutter. This was what she was supposed to want, right? Was this what she was supposed to feel for a man?

"Tonight's been full of treats, hasn't it?" Niles asked, watching as she carefully slid closer to him, walking almost at the point of holding his hand. They were barely millimeters apart, and he could feel the warmth of her body beside him.

"It has - I can't help but wonder if there's a trick hiding around the next corner, though," she confessed. If he was going to make her feel this way, there was no way she was going to let him remain ambiguous.

There was no room for uncertainty anymore - this was foreign and completely unexpected for her, but CC liked it. If they were going to play this game, she was either going to play to win, or back out now before she got hurt. And she wasn't even concerned she could walk away unscathed now.

As the kids ran ahead, Niles stopped and grabbed both of CC's hands in his. "No tricks. I promise," he said sincerely.

The words barely escaped his lips before CC crushed her mouth to his. Her mind was reeling, when he promised her there would be no tricks, and the only thing she could think of was kissing him.

As her lips seized his, she was pleased to discover he was a very willing participant, his own hands pulling her body against his, and his tongue tenderly dragging across her lower lip, begging for admission to her mouth.

Her hands reached to his shoulders, and then around his neck, playing with the soft hair at the nape of his neck, and reveling in the sensory-overload that was this man.

When the kiss ended, they gazed at each other, hardly believing that they had actually taken the next step.

"How about you demonstrate your theory on romance," CC finally said, still very near to him. "I like the way it sounds...and when the time is right, I'd be happy to demonstrate the use of your...tricks." Niles beamed at her.

"And in the meantime, we'll each teach each other a little something?" he asked.

CC merely nodded. "I have this incredible urge to belt out 'I Got You Babe," she teased. "Even with that Sonny Bono hair of yours, and that terrible mustache, which, might I add, needs to go - I don't enjoy kissing it... Even all of that aside, you're still a very handsome man."

"I can honestly say you're beautiful - I've never seen quite so much of you," he laughed. "Miss Fine chose well."

Grinning, she seized his hand in hers. Why did this have to feel so natural, and so *right*? This man was everything she wasn't supposed to want, but made her feel everything she had only ever dreamed of. Propriety aside, he was the man she wanted, and the man she *needed*. "So, how many more houses 'til you think they'll be candied out?"

"I'm thinking one more block, and we'll double back. Maybe we'll be lucky, and Mrs. Fine's hand will be retrieved from the Easy Bake Oven. Then we can get out of these getups," he began, before she cut him off.

"I thought the whole Niles-wooing entailed exhaustive relationship foreplay?" she teased.

"Oh, it does - and then some. I just meant, get back into our real clothes..." he smiled. "The relationship foreplay has begun, to warn you, but you ain't see nothing yet," he promised.

Feeling a surge of warmth race through her (and make itself distinctively visible across her chest and face) CC realized that this was exactly what her life needed. "Promises, promises..."

"Oh, and then some. Guaranteed."

Niles thought about this woman, who was a combination of beautiful and frustrating, sexy and a little bit demure - though mostly only when she was trying to convince others. CC Babcock was a little bit of everything, and then some, and even if it meant a lifetime of loving insults, he was on board for whatever romance would bring them.

"My feet hurt," Grace piped up, pouting.

"But there's so much more candy," Brighton wined.

"Sure there is, but you know, if we head back to the house now, we can still catch some scary movies," Niles promised.

CC glared at him, obviously unimpressed with his proposal that they do something scary yet again that evening. The haunted house was more than enough.

"Just one more chance to hold you," he assured her. "And think, while they're distracted watching the movie, I'll be distracted thinking of ways to get to second base."

Grinning at his proposal, CC couldn't help but think that she liked the way he operated and was looking forward to much more of this. "Scary movies sound fun," she said, squeezing his hand.

The children agreed, though Brighton seemed somewhat skeptical. No matter what, though Niles knew that once they were back home, Brighton would be happy to enjoy the movie and some of his candy from a sleeping bag on the floor.

"Happy Halloween," Niles said, his lips almost touching her ear, and the breath sending shivers through her.

"Mm. Even for a low-class waste of an evening, I've got to say slumming it has its perks," CC agreed, a small smile on her lips. "Now, remind me again Niles... what *exactly* constitutes second base?"

The end