A/N: I know I promised some other things were coming, and they are, but this fic needed to be dealt with first. Also, Tis the witching season, so I figured a little Niles/CC Halloween romance would be fun. R&R at your leisure. I enjoy feedback on my goofiness.

Per the usual - I don't own The Nanny. I just take the characters out to play on occasion. Furthermore, I lay no claim to anything connected to the Wizard of Oz. Lastly, I don't own any of the Toto song titles/references that are laced throughout. There's 13 of them in case you've decided to go on a hunt (most in dialogue, but a few aren't).

'Where's Toto?' Niles asked as Miss Babcock, in full Dorothy Gale attire, entered the kitchen.

She snagged a tidbit from one of the serving trays on the counter that Niles had finished arranging. He replaced the stolen hors d'oeuvre with a fresh one. 'I don't know. Blessing the rains down in Africa? Last I saw he was with Nanny Fine.' CC looked at Niles appraisingly. 'Now I know where you disappeared to.' She followed the statement with a deep chuckle. 'Lost your wings, Bell Boy? Or are you taking the opportunity to be more yourself? You already look like a monkey after all.'

'I'll have you know Miss Fine put together my costume and the wings fell off. I knew I should have sewn them myself,' Niles said with a shake of his head. Fran had the idea that everyone, Miss Babcock included, should dress up as Wizard of Oz characters for the Halloween party she was throwing at the Sheffield residence. 'Shouldn't you have been a witch, Babcock?' Niles asked. 'But then, you wouldn't need a costume for that either.'

CC opted to glare at the smirking butler in response.

Somehow Niles had managed to pull the flying monkey from the hat of options. CC was surprised to find she was to play Dorothy, so it was fitting that Chester would be Toto for the evening. Fran pulled the Scarecrow, Brighton the Tin Man, Maggie the Cowardly Lion, and Grace got the option to be the witch of her choice. Maxwell pulled Oz, the Great and Powerful. The nanny swore she had not rigged the draw, but some of them had suspicions

'Why are you hiding back here instead of mingling and passing around food?' CC asked as she snagged another snack. 'Isn't that your job?'

'Niles!' Sylvia Fine's voice sounded from the dining room, drawing out the name an extra syllable. 'Niles,' she said as she entered the kitchen, 'do we have any more of those little finger sandwiches?' The butler shot the socialite a look that CC understood all too well. She moved away, not wanting to come between Nanny Fine's mother and a tray of comestibles. 'Oh, there you are,' Sylvia said as much to the tray as to Niles. 'We need to keep everyone happy out there.'

'Please, help yourself,' Niles said as he motioned to the tray of food. Sylvia took the tray then left, nibbling on something as she went. Her costume was supposed to be a sexy devil. Niles shuddered. CC glanced at him with a mixture of amusement and disgust. 'Now you know why I'm here,' he said. 'Why are you? Don't you have an investor or two to bribe? I recall Mr. Sheffield insisted on inviting some.'

'That is none of your business, Georgy Porgy. And they should be bribing us, not the other way around.'

He had enough time to give her a mocking head shake and a doubtful 'mhmm' before Miss Fine came rushing in holding Chester in front of her at arm's length. 'I think Toto needs to do his business,' she said. 'Niles, do ya mind? I gotta go rescue one of the high rollers from Ma and Yetta.'

'Not at all, Miss Scarecrow,' Niles said as he took the dog from the Nanny. Fran seemed not to notice that Chester's owner was present in the room.

'Thanks, Niles. You're a doll. Much nicer than those actual flying monkeys. I feel so bad for them, ya know? Sorry about yer wings. I was sure that hot glue would hold.' Fran turned around. 'Oh, hi, Miss Babcock. I mean, Dorothy.' She didn't wait for a response as she was back out toward the dining room yelling, 'Ma, I told ya to save some for the other guests.'

CC followed Niles to the back door. He set Chester outside then handed the leash to the dog's master. 'Hold the line, would you, Babs.' He removed the bell boy hat he had been wearing bringing an unexpected giggle from CC. It was a rare sight for her to see the butler disheveled like that, with his mussed hair and shabby coat. 'What?' he asked as he stepped outside to join her.

CC used her free hand to smooth down the hair sticking up from the top of his head. 'Wouldn't want to frighten the children more than normal,' she said, though Niles was not convinced by the excuse. It was uncharacteristic behavior that he was certain had a motive behind it.

'Then we shouldn't have let you into the house,' he deadpanned. 'Why didn't you switch costumes with Miss Grace?'

'Because the little one is the hardest to bribe,' CC said. Niles gave her a reproachful glare. 'Fine. I knew you would have to be my minion and I preferred not to get into it. Happy?'

'Hardly,' he said. He ran his hands through his hair in the event she made things worse. 'You're still telling half-truths.'

'Just as well,' she said. With a shake of her head toward the house, she added 'They're all paired up in there.'

'Except us. I see where you're going with this now.'

'Finally! You got me,' she said sarcastically. Chester tested his lead, trying to run around the corner. CC slowly pulled the Pomeranian back.

Niles scoffed. 'Try being the butler at these things. They only ever see you as the help.' CC took her eyes off Chester for a moment to look at Niles noting the slump of his shoulders. The dog resumed his explorations, wiggling in his harness. 'I'm sure Miss Fine would have tried to pair us if we'd pulled different results,' Niles said.

'You go unnoticed and I put up with everyone expecting me to pine after the wrong man,' CC sighed wistfully.

'What's that mean?'

Before CC could respond to the question, Chester had slipped his harness and was halfway to freedom. 'Toto, come back!' she said.

Niles joined CC in the ensuing chase. As they reached the turning point for the front of the house, a pigtail from CC's wig slipped just enough into her face that she lost sight of where she was. She stumbled. Niles instinctively reached out and caught her, keeping her upright enough to carry on. They both panicked, thinking Chester might have tried to cross the street, but no. They heard Grace talking to the dog near the front entrance to the house. CC put her hands to her chest and let out a deep breath. She straightened the wig and walked over to the youngest Sheffield.

'Hi, Miss Babcock,' Grace said as the adults came into view. 'Chester was trying to get into the candy bowl.' The girl was dressed half as the Wicked Witch and half as the Good Witch, but in a mixed up sort of way. Of all the costumes Fran had worked on, this was the only one that worked. 'You lost your wings, Niles,' Grace said, disappointed in the butler's slightly shabby appearance.

'Yes,' he said. 'As it turns out, hot glue does not hold up well to the rigors of gravity for long.' He wasn't much in the mood to think about the torn fabric in the back of the coat at the moment, either.

CC looked sternly at her dog. 'Chester, I will remember this. If you belong to me, you won't do that again. Understand?' Chester barked and ran around Grace a few times.

'Miss Grace, why don't you take Toto inside? Dorothy and I can man the candy distribution center for a while,' Niles said. Grace had volunteered to hand out candy to the local child populace while the adults partied inside the house. Brighton and Maggie were out with friends, but, according to Niles' watch, were likely due back soon. Mr. Sheffield had sternly set a curfew for them and Miss Fine had been adamant they stick to it this once. She desperately wanted the before and after family pictures with all of them in their costumes.

Grace collected the dog before he could get into the candy bowl again. CC handed over the empty lead that she still carried. 'Okay,' Grace said. 'Let me know if it's too hard for you. Some of those kids are really demanding. It's getting late, though, so you probably won't be too busy.'

'I'm sure we'll manage,' Niles said as he settled on the front step. He loosened the top button of his coat since it had become uncomfortable following the brief bout of exercise. Once Grace was in the house, he looked up at his companion. 'Sit down, Babs.' He stared at her until she joined him. She was careful to maintain her modesty in a dress that was a little on the short side for her long legs. He was surprised to notice she looked a little teary. 'Angel, don't cry.'

After a moment during which she regained her composure, CC said, 'I'm not heartless. I know that dog prefers Nanny Fine to me, but he was a gift from someone I…' She trailed off, unsure she wanted to admit what she was about to say.

'Someone you what?' Niles asked, looking intently at her. He had to wait as a gaggle of kids wandered over yelling 'Trick or treat!'

After dealing with most of the group, a young boy and a girl walked up. 'Who or what are you?' CC asked as she admired the costumes. One looked like a little monster, the other a medieval knight.

'I'm a dragon,' the little boy squeaked. He let out a baby roar that even got CC to smile. The girl, likely the boy's older sister given that they looked a lot alike, said, 'I'm Saint Georgette. Mom says I'm not allowed to slay my brother for his candy.'

'Well, in that case, here is a little something extra to make sure you don't accidentally slay the dragon for his treasure,' CC said as she gave the girl an extra chocolate once the brother had run off. The kids returned to their parents and left CC and Niles alone again. Grace had not been joking about people calling it a night. The street was mostly populated by stragglers.

CC looked over to see Niles staring at her again. 'Who are you and what have you done with Miss Babcock?' he asked. He entirely expected to be interrupted without answer again, but there really was no one near their part of the street.

'Niles, I don't hate children.'

'Prove it. What are the names of Mr. Sheffield's children?'

'I don't see how that will prove anything, but if you must know: the big one, the little one, and the boy.' When Niles looked ready to burst, she said 'Margaret, Brighton, and Grace. It's easier on all of us if I don't act like I'm too attached.' The wig was bothering her now, so she started to carefully remove it from her head, freeing her blonde locks in the process. 'I know Maxwell and I aren't ever going to be more than associates. That was obvious even before Nanny Fine's arrival, so I decided to distance myself by giving them nicknames. I've watched them grow up, Niles. How could you think I don't know their names?'

Niles was conflicted as to which part to tackle first. It might be Halloween, the night for tricks and treats, but suddenly they found themselves being more honest than they had ever been, particularly her. He wondered if he was even contributing anything useful. Quietly, he said, 'Miss Babcock, about Chester.'

'Oh,' she had hoped he would have been distracted from that, not realizing he was actually trying to tell her something. 'Well, I just worry the man I love hates me or believes I'm interested in someone else. I know this doesn't seem at all connected, but I care very much for Chester because he was a gift from someone I care for deeply.' When he looked her in the eye he realized she knew that Mr. Sheffield was the conduit, but that he, Niles, had been the one mainly responsible.

This time the distraction came courtesy of the elder Sheffield children returning home from partying with their friends.

'Shut up, Brighton! Your stupid friends have ruined my night,' Maggie said, stomping past the adults without really noticing them. She did not stop until she was at the door.

Brighton, noticing who was sitting outside and always in want of an audience shook his head. 'Looks like our little cub found her courage,' he said in fake bewilderment. To Maggie he said, 'Need I remind you I'm heartless today?'

The door swung open then slammed shut as the two teens went inside. Neither adult was surprised by the display having witnessed many just like it in recent years. They were surprised when Maxwell Sheffield came outside a moment later.

'I was wondering where you got to, old man,' the Great and Powerful Oz said to Niles. 'The food situation is perilously low, and we need someone to mix drinks. Plus, the kids are all back in the house, so Miss Fine is hoping to show us all off.' He looked at CC and realized Dorothy had gone blonde. 'What have you done to your costume, CC? And you're not at all put together, Niles.'

CC held up her brunette pigtailed wig. 'This isn't going back on anytime soon if ever,' she said. 'Also, leave the bell boy alone, Oz. He deserves a break from time to time. Food is in the kitchen, drinks are in the wet bar if my recollection serves. Let 'em serve themselves. We're on candy duty, if you hadn't noticed.' She watched Maxwell's mouth open and close a few times before snapping shut.'

'Mista Sheffield, get in here. I wanna get a picture with you and the kids before they really destroy their costumes,' Fran called from inside the house.

Looking pointedly at CC then Niles, Maxwell said, 'We'll discuss this later.'

Once the door was firmly closed again, CC dared to look at Niles. They shared a laugh knowing they were not in any real trouble. A moment later, Niles appeared to be gearing up for another question, so she opted to cut him off. 'I notice you.'

After a searching moment, quietly he said, 'I don't hate you' so that she would know he was putting their evening of conversation together. 'You didn't need to do that just now.' His gaze was searching, trying to get behind the mask she was slowly removing.

'Trick or treat, Niles?'

'What?'

'Pick one.'

'Treat, I guess,' he said not at all convincingly.

She hoped she was reading him correctly, or her course of action was going to ruin the moment. CC placed her right hand on Niles' cheek then slowly leaned in. When he did not back away, she gently kissed him on the lips. As she backed away she heard the voice in her head asking 'Was it as bad for you as it was for me?' That question had given her so much doubt until the night when he had her cluck like a chicken then drunkenly kissed her more passionately than anyone had kissed her before or since.

'How do I know that wasn't a trick?' Niles' voice cut across her thoughts.

'I've been waiting for your love for so long, Niles, that I decided to live for today,' CC replied. She did not know if it was an actual answer to his question, but she knew it was the truth.

'I told myself not to chain my heart to yours, Babcock, but it happened anyway,' Niles replied. 'I thought after we kissed I'd be over you. It was just a drunken moment.' His tone told her it was anything but a drunken moment and that he, too, had been trying to come to terms with what that kiss had meant. In the meantime her hand had dropped to his chest and her fingers absently played with the fabric of his coat. He noticed she was shivering in the late October night. Whether it was due to the cool air or her emotions, he did not know. Niles removed the coat so he could wrap it around her shoulders. 'Better?'

CC read the concern in Nile's eyes. 'You always put others first.'

'Not always, but often,' he said. 'And I know better now in regard to your feelings about Mr. Sheffield. I just – I don't want you to feel like I'm holding you back.'

CC pulled the coat tighter around her body, but she craved warmth from Niles, not something he had been wearing. 'How can you hold me back if you're not even holding me?' she said teasingly. He moved closer so that he could wrap his arm around her properly. With his left hand he cupped her chin. Her eyes searched his and found a reflection of her emotions in his. He leaned in to kiss her, hearing the door open as he did so. CC's arms wrapped around his shoulders to pull him closer as their lips met, neither caring if they had an audience. Fran Fine's audible gasp, though heard, was not enough to break them apart this time, at least not immediately.

'Dorothy and the monkey,' Fran said. 'That's a new version I didn't need to see.' She went back inside. After they were sure no one else was coming, they parted for a moment.

'CC Babcock, I love you,' Niles said.

'I love you, Niles,' CC said. 'You know, maybe we should have gone with one of those couples' costume ideas.'

'And be like everyone else? That's not us, Brunette,' Niles said, emotion thick in his voice. He looked at her like he never wanted to let her go.

'My god, you are one sexy bell boy,' she said in a low voice with a smirk on her face.

'Just wait until we're alone,' he said waggling his eyebrows. He kissed her again to prove he could and that she was a willing participant. After scaring off a few trick or treaters with the display, they realized they should call it a night on candy distribution and head inside.

'You're right. This whole Brunette and the Bell Boy costume idea seems to be working well for us.'

'Yes, and next year Miss Fine wants everyone to dress as characters from Disney movies. Just think of the possibilities, Babs. A whole new world…'

She groaned then kissed him once more for courage before heading inside. No doubt Nanny Fine had told everyone that she witnessed the butler kissing the producer and the producer willing kissing the butler in return. With Niles by her side, though, CC Babcock felt ready to take on the world. 'A whole new world indeed,' she said with a satisfied sigh.