Disclaimer: Don't own the Nanny in any way, shape or form!

A/N: I was re-reading "What do you care" by FanofGrissom and well, I thought it needed another part. So I asked her if it was ok, she said yes, and you all get to enjoy it now. It's starts with the last lines of her story and keeps going.

"I can't answer for us. I can only answer for me." And answer Niles did. "For me…I swear by all that's good and holy that I will forever love you with every fiber of my miserable old being; and that I will live to serve only you for the rest of my days, if you'll have me."

CC was full on crying now. "I love you, Niles…I don't know why I ever doubted it or hid from it, but God help me I do." Their lips crashed together in a celebratory kiss of what was to come for them.

"Niles?" CC whispered against his warm lips.

"Yes, Love?" He answered without breaking contact.

"Take me home."

Niles took her hand in his "Come on" he said and they walked out of the theater. When they got to the car, he opened the door for her, leaned in for a quick kiss, and walked around to the driver side. He slipped in behind the wheel and quickly merged into the driving lane.

Niles was holding CC's hand against his stomach. When he needed it to drive, he would just let it sit easily at the top of his thigh. Niles insides were doing flip flops from this simple gesture, he kept having to breathe to clear his mind. Good thing he knew where he was going by heart.

CC noticed that Niles seemed a bit flustered. "Good" she thought, chuckling to herself, "that makes two of us!". She couldn't believe how easy it was now that she admitted how she felt out loud. She could feel the walls between them crumble with every minute that passed. She realized that they entering into a parking garage.

"Where are we going?"

"You told me to take you home."

"This isn't my place."

"No, it's mine." he smiled mischievously.

"Yours?" CC was very confused. "What do you mean, yours? Don't you live in a room at Maxwell's?" she more stated than asked.

"Well, yes. But, I also have my own place…and I'd love to show it to you…if you're still interested?" He was smiling softly, trying his best to be calm, and yet a hint of nervousness showed in his eyes.

"Oh yes, I'm definitely still in-ter-est-ed" she brought her hand up to play with the lapel of his suit, the back of her hands lightly touching his chest. "I'm also really curious to see this place of yours." she smirked and kissed him briefly. Before she could pull back fully, his hand came up behind her head and kept her near him, waiting just a breath before kissing her back.

Then he smiled and winked at her before getting out the car and rushing around to open her door. CC got out and took his hand as he led her to the elevator where he pushed for the fifth floor. When they reached the floor, he led her a small way down the hall and then stopped in front of the door.

"Here we are." he smiled. "It's not a penthouse…"

"It doesn't have to be about appearances, right Niles? I mean, I think we have to be past that…" CC said to him, surprising and amazing him at the same time.

"You're right CC. I'm just being a silly old man." he unlocked the door and pushed it open, allowing her to precede him into the room. "Welcome" he said simply as he opened the lights.

CC brought her hand to her mouth. The place was absolutely stunning. "It's wonderful Niles."

He took her coat and hung it up along with his in the closet, and then said "Let me give you the grand tour."

Off to the left was the kitchen. The counter was open to the living space, giving it more air and making it feel bigger. In front of them was the living room. He had put a small table on that side, with two chairs. Beside it was a small television, fully encased by two magnificent book cases. They were made our of light maple wood, and were full to the nines of books. Opposite that, on the right, was a very cozy rich burgundy couch with complimentary plush cushions. There was a small coffee table, in the matching wood to the bookcases, in front of the couch, and a beautiful lamp in the corner at the end of the couch.

On the right was a door leading into a very decent sized bedroom. He had a beautiful wrought iron bed set up in the corner, with a night stand on each side, and a matching dresser, all in the same tones of wood as the in the living room. There were two doors leading off to the right, one to a full walk-in closet, and the other to a full luxurious bathroom, complete with Jacuzzi tub. They headed back into the living room.

The far wall that faced the front door was a fully enclosed balcony. He had set up two papasan chairs with a common ottoman that faced out towards the windows. She was drawn to the view… the apartment was overlooking the reservoir of Central Park.

"We're on fifth avenue Niles." she breathed.

"I know. This IS my place." He chuckled at her.

"How?…I mean… I don't even want to assume anything…but…you own this place?"

"Yes."

"How? I mean…well…I…"

"It's ok Babcock, I'll tell you. Do you want something to drink?" he asked heading over to the kitchen.

"Uh, sure. Wine?"

"Red or white?"

"White." She looked back out at the park, getting lost in the lights and bustle that seemed endless in New York.

"Here you go" he handed her the glass. "What shall we drink to?"

She thought about it for a moment and smiled raising her glass "To a night of…new discoveries." He arched his eyebrows and lightly clinked his glass. "Discoveries" he repeated softly.

"So, do you want to sit here or on the couch?" Niles asked.

"Uhm… you?"

"I love the view out here."

"That works for me." CC said. She waited for Niles to settle into one of the papasans and then kicked off her heels. "May I?" she asked, indicating that she wanted to sit with him on his chair instead of the other one.

"Of course." He heart soared at the very thought that she wanted to be that near to him. CC nestled into the crook of his arm, bringing her legs up and resting her head on his shoulder. They sat in companionable silence for a few minutes before Niles began to tell her.

"When we first came over to New York, Max and I had big dreams, we were going to take on the world. I was not supposed to be his butler forever you know…" she nodded, having heard the stories through the years. "I had qualified for many bursaries thanks to my grades, and since I was always with Max, I had hardly any expenses…his parents took care of everything for both of us. They paid for the first apartment we had, as well as the flight over here… and with the salary I was also earning…well, I quickly had a sizeable sum at the bank. My father always told me that I should invest in something stable…and so having some property seemed like a good idea. I really wanted a ranch, or something like that, but I didn't know the area around New York that well, and I didn't have that much time to visit to see where I would like. So I started keeping an eye on sales, and finally, the same year that Max and Sarah got married, I was able to get this place."

He stopped for a sip of wine and then continued. "I had fully intended on moving here, but you must remember how hard Sara's first pregnancy was on her…I couldn't leave her then. And of course, when Miss Margaret was born, well there was so much to do…and then it was Master Brighton…and then Miss Grace…and then…well…I couldn't leave after Sarah died…" They both grew quiet. He hugged her closer and she reached her head up a bit to kiss his cheek.

"And then…well, Miss Fine showed up and things at the house got so much more interesting…" he chuckled, and she did too.

"So I actually just come here now on my days off, or when I need to think. I often pop in when you send me to walk Chester, or on the way to the grocery store. I've furnished it over the years, finding things here and there at sales, or antique stores."

"You've done a wonderful job of it." She smiled at him. "I don't get something though?"

"And what's that?"

"There are about four years between Maggie and Brighton … you could have moved out easily then…Sarah was getting the hang of it before she got pregnant again."

"I knew you were going to ask that." He smiled. "I tried actually…I moved in here during my two week vacation when Miss Margaret was two. At first, it was great, all the freedom, the space. I could actually finish a full book, no one waking me at night. And then, I just missed them. I missed the activity, the house… I missed being needed." he sighed "I know I'm just a butler…but I'm so very good at what I do, and it became … it is a part of who I am." He sighed again, but spoke up before CC could say anything. "So after that, I just used this place as an escape…and a study of sorts. I actually finished all my studies here."

"Studies?" she pulled away from him a bit, setting her glass down on the window sill.

"Yeah, even though I loved my job…I felt a need to have something more… more worthy…with obvious recognition…so I studied, and I took the bar…I have my license here in New York."

"Wh-at? You're a lawyer? That's … wow, congratulations!..and…well… since when?" CC was quite taken aback by this news.

"I passed the bar the day before we kissed in the Sheffield's living room."

"That was over two years ago!" She sat up, putting one foot on the ground to support herself. "Does Maxwell know?" she asked, feeling like she had just been hit in the gut. In a much quieter voice "Does Fran?"

"No. No one. Well you know now…but no one knew when it happened. That's why I was easy to convince to have a drink with you that night. I was on top of the world, I passed the New York bar. And I couldn't tell anyone…all that time, trying to "better myself" and nobody knew I was any better…it was so depressing…" he looked at her, waiting until she looked back. "And then, we kissed." She saw the fire slowly coming into his eyes. "For one moment there, I thought that it didn't matter that I was just a butler…that I didn't need to be any better… that I had done it all for nothing… because all I ever wanted was you and there you were in my arms."

"Oh Niles…" she just hugged him. She couldn't stop, tighter and tighter she squeezed him to her. "I'm so sorry…I never knew… I never even … oh how I must have hurt you."

"It's all water under the bridge now… we can't go back… and you can't take all the blame… actually, you can't really take any of it. I'm the one that didn't tell you…so let's not dwell on that ok?" He lifted her chin with his hand and kissed the tip of her nose. She didn't seem so sure about what he said.

"You can't let yourself go there, Mi..CC. I didn't have the guts to tell you, but I'm not sure that even if I would have, you would have had the guts to let me in. Seriously… no regrets. Life it way too short." He waited to see that his words had sunk in. When she nodded, he spoke again "Now, if I remember correctly, we toasted new discoveries a little while ago…" she immediately felt her heart skip a bit, and a little current shot up her back.

As he pressed his lips to hers, she recalled that kiss so very long ago. His lips felt the same, sweet, hot and demanding. She easily, wantonly yielded to his tongue, and brought her own hand up to caress the nape of his neck. Suddenly, the chair shifted under their actions, sending CC careening on the floor.

Not missing one beat, Niles immediately knelt down and let himself lay half on top of her, pressing his knee up between her thighs, he pinned her hands up above her head with his left hand, cupped her breast with his right, and said "You will not get away from me that easily" he growled, attacking her throat with his lips.

"Oh God" she moaned into his ear, sending shivers down his back.

His hand left her breast and started undoing the buttons on her blouse, one by one. With each button, he leaned in and kissed the newly exposed flesh, and the look back up to see her face as he worked on the next one.

"My god you're beautiful" he said to her as he pushed the blouse open and revealed a skimpy lace number that, thankfully, had a front clasp. "And so very over dressed" he smirked as he made quick work of the clasp. He sucked in his breath at the sight of her.

CC was watching him through hooded eyes. He had effectively trapped her beneath him, and now, she was seeing all the emotions cross over his face as more and more of her became known to him. She felt his breath on her breast before his tongue reached her and squirmed a little, causing him to restrain her more firmly. It frustrated her and turned her on at the same time.

He took her breast in his mouth, sucking gently on her nipple. She could feel his arousal pressing at her hip, and ground herself onto his knee. "Oh yeah… I love that…" she gasped.

"I want you" he said.

"Really?" she smirked. He bit a little harder on her nipple. "Hey!" she argued back, so he took more of her in his mouth and brought his hand down to her thigh. "Yeah… ok…ohhh Niles" she was arching her back and fighting at his hold on her wrists.

"Niles… I want to touch you… please…"

"I live to serve…" As soon as he let go, her hands came down, one down his back to reach his firm butt, the other trailed down his front, well what she could get access to with him pressing down even harder on her.

She needed to feel his skin, to not have anymore between them. Pushing him off her a bit, she started on his buttons, with much more haste than he had done with hers.

"I need to feel you…next to me…your skin…I want…right now…argh.. Help!" she was trying to get his shirt off, but she couldn't reach the last buttons. There was a twinkle in his eye as he leaned back and got his shirt all the way off. She didn't let him roll back before attacking his belt and pants.

"Want me much?" he joked.

"Oh God yes" she answered seriously. The desire was so evident in her voice that he finished taking his pants and underwear off, revealing himself to her before he could even think straight. And then she took him in her hand, and he was done with thinking at all. Hiking her skirt up a bit, he let her guide him into her hot core and he slipped in with one push.

"Oh… my… God…" CC whimpered with each thrust of his hips.

"Ah…so damn good…" he hissed as he crushed his lips to hers.

"Niles…please…so close…right…there…oh yeah…that's it… just a litt…oh Ffff" she lost it, her spasms taking him over the edge, sending light exploding behind his eyes. "Oh CC!"

He pulled a small throw from the other chair and wrapped it over them until their breathing became more regular. He turned on his back, putting an arm under his head for support and bringing her to rest against his chest against him.

From where they lay, they could see out into the dark sky, and although there were way too many lights in the city below them to see the stars clearly, they could imagine them dancing over head, bearing witness to exactly how much they both really did care.