Disclaimer: I don't own the rights to any part of character of 'The Nanny'…yet.

A/N: Just a little one shot. Imagine what could happen on the 25th floor, in 90 degree heat, with broken air conditioning.

Let's Paint

"Miss Fine, why would I want to spend two hours in the car, driving to New Jersey to spend the day at Great Adventure?" Max looked at her in genuine shock at her suggestion.

Fran planted herself on the edge of his desk. "Because the kids will have fun and it'll be good for you to be a part of it."

Brighton arrived right on cue. "Dad…is it true? Are you really going to take this Saturday off and take us all to Great Adventure?" He eyes practically burst out of his head.

Max sighed and glanced sideways at Fran. "It would seem so, yes, Brighton, just the five of us."

Brighton flew out of the office to tell his sisters there was a very loud cheer from the den. "Ya see, Mista Sheffield?" Fran nodded, loving that she was right and strolled out of the office.

"Max…you promised to help me paint my apartment that day." CC groaned. She'd only planned to paint the place hoping it would give her some time alone with Max. It was all ready to go.

Max sighed and thought to himself. "Well, I guess the amusement park has its own silver lining." "I'm sorry, CC. You have to understand…I really should spend some time with the children."

"Yeah…" CC groaned and mumbled. "More like Nanny Fine."

Max looked up at his partner. "I'm sorry, CC…did you say something?"

"Well, the room is all ready. I moved everything from the bedroom out into the living room. What do I do now?" CC tried to play on his sympathy.

Niles strode into the office with the afternoon tea. "Niles, Old man, I need you to do me a favor this Saturday."

"Oh please, Sir…not the amusement park." Niles practically whined.

Max smiled at his friend. "Of course not, Niles, that's a day for the children and I…"

"And Nanny Fine." CC mumbled again bringing a smirk to Niles' face.

"Well, Sir, then I am completely at your disposal." Niles offered.

Max sighed happily. "Thank you. You'll spend the day with CC. I promised her I'd help her paint her apartment…but I really should spend more time with the children. So, you'll go in my place. Alright?"

Niles stood in shock at the request his friend and employer just made. Not even a request really…more like just a statement of fact.

"Fine, Sir." Niles turned and caught the smirk on CC's face.

That Saturday morning, Niles in dressed in his coveralls showed up at CC's door ready to paint. He wasn't thrilled at the reason but still…the whole day with CC…it couldn't be all bad…right?

"Well, perfect timing, Benson." CC chided as she opened the door dressed more casually than Niles could recall seeing her. She wore a well fitting tank top and cut-off denim shorts.

Niles raised an eyebrow. "That's an interesting look for you, Cruella."

"Yeah, well the building super just informed me the air conditioning system is broken, so you'll regret your choice more." CC scoffed at his full body coveralls and decided it would be rather fun to tease him a bit. Stepping forward and toying with the zipper CC cooed. "What are you wearing under those anyway, Niles?"

Niles decided two could play this little game. "Wouldn't you like to see?" Niles moved past her.

"No!" CC barked.

Niles stopped dead in his tracks and did a slow turn. "Oh, yes you would." Then he continued on his way into her bedroom.

CC had the room prepared for painting. It was empty except for her queen sized bed which she'd moved to the center of the large room and covered with several drop cloths.

"Oh my God…it's even hotter in here." Niles groaned softly.

CC smirked. "Yeah…I get that a lot."

"You wish." Niles tossed back. "Alright, Babs, where are my supplies?"

CC closed the door and pointed to the rather large pile of paint and supplies. "This is everything the guy at the paint store said I would need."

Niles sized up the collection and nearly burst into laughter. "Did you wear your 'I'm a socialite' sign around your neck?"

"What?" CC frowned.

Niles shook his head. "Miss Babcock…that guy saw you coming. There's enough paint here to cover the walls in here six times. And exactly how many brushes and rollers did you think two people could possibly use?"

"I told him the measurements of the room and he just brought me the stuff. I can't help it if he was dishonest." CC felt more embarrassed about being 'cheated' than angry at over buying.

Niles noticed her discomfort immediately. "You're right, why would you know about these sorts of things. It was his job to educate you, not cheat you. I'm sorry. We'll return whatever we don't use to the store."

"We can't return it, Niles. At least, not the paint, it's a custom color." CC shrugged off and sat on the edge of her bed.

Niles turned to face her. "They can sell it at a discount or give it to an orphanage for all I care. Their employee knew you'd only need two gallons of paint to do this room and he intentionally over sold. It's unethical."

CC was oddly turned on by this take charge manly Niles who stood before her. His hair was starting to get damp around the edges due to the intense heat in her apartment. It was the middle of the summer and the 25th floor wasn't known for its cooler temperatures even in winter. So, with no air conditioning and an outside temperature in the 90's it was easily that hot inside as well.

"Niles…" CC stood for a minute. "You're really going to roast in that get up. You did wear something under it…didn't you?"

Niles sighed heavily. "Of course, but I hadn't intended on being…seen in it."

"Well, it's up to you, Tidy bowl…but you're really going to get hot." CC headed for the door.

Niles smirked. "No getting around that with you in the room." CC stopped for a moment and then continued out of her room.

When CC returned with a pitcher of iced tea and two glasses Niles was without the coveralls bent over a can of paint stirring. He spoke without looking up. "This is really a great color, Miss Babcock. It will complement the rooms décor wonderfully."

CC stood next to Niles with the now full glasses of ice tea just taking in the sight of him. Then the thought crossed her mine. "Not to mention that color matches your eyes...I can go to sleep with it every night."

When she offered a glass of tea to him. He stood and took if from her. "Thanks…this will help."

That's when CC noticed the reason Niles clothes were meant to remain unseen. He wore a 'Sunset Boulevard' souvenir t-shirt and Black gym shorts. "'A Sunset Boulevard' t-shirt, huh?"

"Yeah…I managed to get a ticket for the West End production with Patti Lupone when I was home visiting my parents." Niles sheepishly answered.

CC shook her head. "Is that the only reason you didn't want me to see what you were wearing?"

"Yes…why…is there something wrong with what I'm wearing?" Niles asked her.

CC walked in a slow circle around him…she knew she was 'checking' him out…well fitting t-shirt and gym shorts that fit just right in all the right ways. "Well…at least you aren't wearing black socks and sandals."

"Yeah…yeah…come on, Babs…let's get taped up." Niles picked up the roll of painters tape.

"Taped up?" CC flashed her sexy evil grin. "Niles…this is a side of you I've yet to see."

Niles could almost feel himself blush. "You're not going to make this easy are you?"

"Sure I am." CC held her wrists together suggestively prodding Niles' to 'tape her up'. Niles swallowed hard and moved to the corner of the room and started taping off the trim. "Chicken."

When Niles finished taping off the trim he turned on the ladder to face her. "Well, that's done. Now, are you actually going to help me paint or are you just going to keep checking me out?" Niles gave her that charming boyish grin.

"Can't I do both?" CC laughed heartily. "As if… Come on; show me what I'm supposed to do."

Niles grinned. "I'd always thought it'd be fun to show you what to do in the bedroom."

"Dream on, Benson." CC tossed.

Niles sighed audibly. "I suppose I shall." CC looked at him curiously. "Ok, I'll take the brush and do all the cutting in. You can fill in with the roller, ok?" CC just nodded still a little thrown by that dream comment.

Niles poured some paint into the tray for CC and took the can with him to the ladder to start cutting in. "Miss Babcock…you do know how to use a roller…right?"

"Of course." CC barked rather indignantly. "Now how in the hell do I use this thing?"

CC made a valiant attempt, but in the process of trying to get paint on the roller, she did a good job of getting paint on the drop cloth under the tray. "Oh, crap!" She whispered through gritted teeth.

Niles turned around to see CC trying to 'soak' up the paint on the drop cloth with the roller. "I wasn't aware you wanted to paint the drop clothes as well."

"Stow it, Niles." CC did her best to bark but was nearly in tears.

Niles scrambled down the ladder and took the roller from her placing it aside for the time being. "I'm sorry. I shouldn't make fun." Niles looked into her eyes. "But…it's just paint, and we have more than enough…why so upset?"

"It's not brain surgery…or rocket science…or even as difficult as mastering one of your fancy recipes, and still I can't do this simple thing." CC had never looked so vulnerable.

Niles sighed. "Here, let me show you. Take the pole like this…" Niles handed CC the pole and stood just behind her. "Now you lay it in the tray and pull back just a bit then roll forward. You just have to be careful to pull it and not push the paint." Niles couldn't believe that painting could be so…stimulating. "There…see…you've got it now."

"Thank you, Niles." CC looked away. "I'm sorry about before…I don't know what's the matter with me…it must be the heat."

Niles went back to the ladder. "I don't think it's the heat. I think you're just a little disappointed. You were expecting to spend the day with Mr. Sheffield, and once again he's pawned you off to me."

"That's not it either, Niles. I don't really mind him pawning me off as you say. It's just that he prefers Nanny Fine to me…it's a little bit…" CC's voice trailed off.

"Insulting?" Niles finished for her.

CC looked up at him standing over her on the ladder. "I'm sorry. It's nothing against Nanny Fine, really."

"You don't have to apologize to me, Miss Babcock. I completely understand." Niles did understand, all too well.

Niles loved Fran…but she was just what the family and Max needed. She's just the person to turn them around and put a little color in their lives, a little trouble and mischief. But he could see how CC felt. She was more Max's 'equal' if you will. They were both wealthy, successful business people. They were both cultured and of the same station as it would be described in England. But that doesn't mean they're right for each other. Niles understood and felt a little insulted himself at CC's societal blindness as he's come to call it. Niles was as well educated, and every bit as cultured and well mannered as Max. And far smarter when you come down to it, but Max was born with a silver spoon in his mouth and Niles was born to wash it.

CC was starting to get the hand of painting and she and Niles were making good time on the first coat of paint. "Niles…" CC was treading lightly with this line of conversation. "What did you mean you completely understand?"

Niles stiffened a little and thought. "Oh, crap." "I just meant that I can see why you'd be insulted that Mr. Sheffield is more attracted to Fran than to you." Niles cringed as the words left his mouth.

"Really?" CC continued with her painting. "How so?"

Niles' mouth suddenly felt very dry. "Could you hand me my glass of tea, please?" CC handed him the glass and their fingers touched briefly sending a tingle through them. "I just meant that you and Mr. Sheffield are better suited for each other…at least on paper."

"Oh…is that it?" CC knew she was fishing for complements, but she wanted to see what Niles really thought. "I mean…you two have been drooling over Fran every since she walked through the door."

Niles frowned. "Miss Babcock, I'll admit that Fran is very attractive, but I draw the line at drooling. I love her dearly, but Fran is definitely not my type."

"Sure, Niles." CC put her roller aside to re-fill her glass. "So, if the raven haired, narrow waisted, Nanny isn't your type…who is?"

Niles continued painting. "Well, the golden haired, narrow waisted, business partner…if I were completely honest." Niles turned to look at her slowly and their eyes locked.

CC was shocked that he said it…she won't deny that she suspected it, but she never really thought he'd admit it.

"So, you can see why I understand you feeling insulted. You prefer Mr. Sheffield to me, when the only real difference between he and I is that he has a better bottom line." Niles returned to his work.

"Oh no, Niles…" CC smiled into her glass. "You have a much better bottom…line."

After the initial shock wore off, Niles smiled at her. "Careful, Babs, I might think you're flirting with me."

"Would that be so terrible?" CC flashed her I-could-eat-you-alive smile.

Niles jumped down from the ladder, landing mere inches from her. "Terrible, no…unexpected…yes."

Neither moved…their eyes locked. Niles stood with his hands at his sides, exposed. CC stood with her arms crossed, protectively, over her chest.

"Are you saying I'm predictable, Niles?" CC whispered breathily and dropped her arms.

Niles could feel his heart racing just from his nearness to her. "Predictable, no. Not predictable."

"Boring?" CC countered and set her glass down.

Niles whispered, clenching his hands to keep from grabbing her. "Hardly."

"Tedious?" CC whispered moving slightly closer.

"Never."

"Then how would you describe me…one word." CC asked on a breath.

"Captivating."

CC felt suddenly flushed. "Niles…are you saying you're my…prisoner?"

"Yes." Niles answered easily.

There they stood. Their eyes still locked, searching for what they knew was buried deep within. Searching for what was hiding behind the pranks and silly names; searching for the permission to be honest with each other...and with themselves.

"Niles…I…" She was silenced when his lips softly touched hers. His hands found their place on her narrow waist and hers tangled in his sweat dampened hair. She ran her tongue along his lower lip begging for entrance. His lips parted and their tongues joined in an impassioned dance. When the need for air became too great, CC dropped her head back and Niles dropped little kisses on her glistening throat. "Oh…Niles…"

Niles pulled her closer his hands slid slowly to the small of her back. "CC…I've waited so long for this…but…I have to know…I can't go through my life believing you've settled. It'll eat me alive."

"Niles…" CC kissed him softly. "I'm not settling…I'm trading up. I love you, Butler Boy."

Niles smiled at her endearment. "I love you too…CaCa."