AN: This little idea popped into my head a few weeks ago, and I felt the need to write it. I loved the idea of explaining the meaning behind some of the things Niles has said/done to C.C. To put a new spin on it. Most people explain it as just his way, but I wanted something a little different. So this came out of that.

This is my first story for "The Nanny". I've got a cross-over fic I'm working on with Nanny and L&O:SVU, but this is the first one for me that's just for "The Nanny".

On with the show...(Disclaimer: I do not own the Nanny characters. I just borrowed them.)

...

She couldn't believe this was happening. Had she really heard him right? Did he just ask her to marry him? She felt lightheaded. Sitting down on the little green loveseat she'd grown accustomed to, she tried to make sense of it.

"He's always made fun of you." her mind told her.

"But he's also always been gentle."

"But he's always used you weaknesses against you too. What makes you think this isn't another prank to make you feel horrible?"

She had to admit that last one made sense.

"But could he have really changed?"

The thought lingered in her head. He told her he's loved her for years, but how could he say those things if he loved her? She had to know.

...

When she found him, he was preparing dinner for the family. She watched him for a moment as he cut carrots for the stew. He suddenly felft her presense.

"Hey, Love." he said.

C.C. walked in slowly to the counter, facing his direction.

"Niles, I know you said I didn't have to give you an answer right away, but I don't think I can make a decision without first asking you something."

Niles put the knife down and nodded. "Ok, what is it you want to ask me?"

C.C. took a deep breath. "You say that you love me and that you've loved me for years."

Niles nodded.

"So tell me, how you could insult me like you have over the years?"

"If memory serves, you insult me just as much."

C.C. hated the logic in his sentence. "If memory serves me, you are the one who started this whole thing. I just started shooting back at you for the things you said to me."

"Toché."

C.C. waited. "Well? Are you going to answer my question?"

"Yes. First of all, when we first met you were this high-society snob that didn't seem to care about anyone, but herself. So instictively, I didn't like you. So I poked fun at you. But at some point, after a few years, I noticed how much you changed, even if you tried to hide it."

C.C. looked at him confused. "If you noticed this, how come you kept insulting me?"

"I didn't want to make you aware I noticed, because I knew you'd retreat the minute you found out, in an attempt to prove me wrong and it was then I realized I'd actually grown to like you. Several years with the Sheffield's had softened your edges a little, without taking away the fire out of you, which I had grown to admire, but I knew you'd never admit it, because closeness was not something you were used to. You thought very little of yourself, so I started changing the insults to be more playful and as time went on, I began to realize I was falling in love with you. Every smile, everytime you shot a zinger at me with such fire, if filled me with joy knowing you had someone to connect with even if it was at my expense. Eventually, I started trying to hint to you my true feelings and opinion of you."

C.C. raised an eyebrow. "How the hell did insulting me indicate you loved me?"

Niles smiled. "Tell you what, make a list of the insults you want to know about, and I'll explain each one. Will that help you?"

C.C. thought for a moment. "Sounds good. I'll have that list to you by tonight."

...

By the end of the day, C.C. was exhausted. Maxwell had no idea the work she did for him was this draining. Hell, without her, he'd fall on his ass and she knew it.

She sat down on her couch, kicked off her heels, and propped her feet on the coffee table. Her thoughts drifted to Niles, and what he said to her when she handed him a piece of paper with a list of insults for him to explain.

"You'll have my explantions first thing in the morning."

Can he really explain them so easily? She hoped so. If he could give her a reasonable explanation for the things on the list, it would mean he might actually love her.

...

What do you think so far? This was intended to be a one-shot, but ended up being longer than expected, so there will be a chapter two. Don't know if there will be any more than that.

For those of you reading "Her Worst Nightmare", I'm working on chapter 4, but with everything I've had to do, I've only got 1/2 of it done. (my son is due to be here in about a month, so lots of last minute stuff to get done.) I'll get it up as soon as I can, as well as chapter 2 of this.