love will find you

by nourseholly

not mine

Love Will Find You

by Brit (brit_cass )

Max hated hospitals. Sitting glumly on his hard, vinyl seat, he scanned his surroundings again. There wasn't much to see besides a few empty chairs, a water fountain, a rack filled with dated magazines, and an unmanned information desk.

The waiting room assaulted his senses. Sparsely decorated, the pasty, white walls shimmered eerily under flickering fluorescent lights, making him feel oddly disjointed. They couldn't have washed more life out of the room if they had tried.

Sniffing, he wrinkled his nose and reached up to rub it, trying to wipe away the antiseptic smell. He sighed, resigned to the cold, empty feeling that reminded him of that night, so long ago. Everything about this place triggered those painful memories.

Even without the reminder of her passing, the wounds of Sara's death had not even begun to close. He missed everything about her: her smiles, her encouragement, her comforting arms, and her love. An intense ache had settled within him years earlier - the last time he'd set foot in a hospital.

Now his worry for Grace tightened his chest and made it difficult to breathe.

An emotionless voice came over the PA system, startling him out of his thoughts. He forcefully brushed his fingers through his mostly black hair and leaned down to rest his elbows on his knees. Absently, he twirled and pulled at his wedding band as he stared unblinking at the emergency room doors. Open, he commanded silently. Please open and tell me she's all right.

He peered again at his watch, dismayed that only three minutes had passed since he'd last looked. Unable to contain his unease, he sprang from his seat and began pacing, repeating the routine he had developed since the nurse ushered him into the waiting room half an hour ago. Six steps to the double doors, then stop and peer through the window before turning to the right and taking the ten steps to the drinking fountain. He spun around and made his way back to the door and looked through again, willing the doctor to appear.

After a few more circuits without variation, something, or someone rather, interrupted him.

"Didn't you're mother ever tell you that 'a watched pot never boils'"?

Max turned to find the source of the unusual sound. It was a woman, a beautiful woman. He had seen someone enter, just out of the corner of his eye on his last circuit, but had been so lost in thought that he hadn't even glanced her way.

Now, he stared openly.

In his business, he saw plenty of women: actresses, showgirls, and socialites, but there was something different about this one. Something intangible emanated from her that screamed 'notice me'.

He tried to drink in every detail. She had a milky white complexion, highlighted by a mass of wild, dark curls flowing down her back. It was her face that captured him, especially the sparkle in her almond shaped eyes and her slightly upturned lips, clearly on the verge of laughing at some secret joke.

She set down her handbag on the seat next to his and removed her coat to reveal a tight turtleneck that highlighted her shapely figure. Although a head shorter than he, she seemed perfectly proportioned, with long, slender legs extending from an incredibly short miniskirt. He almost chuckled out loud when he noticed that her feet were shod in fuzzy, pink slippers.

He realized with a start that he had been gawking and hadn't responded to her comment. He shoved his hands into his pockets.

"Actually, no. The image of my mother in a kitchen is rather terrifying," he stated dryly. He saw her full, red mouth twitch in amusement before he turned back to the glass.

She pulled a nail file from her purse and crossed her legs as she sat, watching him renew his pacing routing. She didn't mind really, it gave her an opportunity to observe him.

He wore expensive clothing, and judging from the fit, it had all been tailored for him. His posture spoke of a privileged background or perhaps conveyed a confidence from running a successful business. He held himself like a man in charge. British, by his accent and what a looker! Besides his physique and rugged good looks, he had a dark head of hair you could lose yourself in. She could think of no other way to describe him but, gorgeous!

But what really had Fran intrigued was the look on his face. Although he tried to hide it, he was scared and in pain. The fear could be attributed to whatever brought him to the emergency room, but this pain was old and deep. She wondered what caused it.

Frannie, she chided herself, you should stay out of it.

But when it came to comforting pain, she never listened to anyone's advice, even her own. Without looking up from her nail filing, she opened her mouth to do what she did best – talk.

"You know, you look like a caged tiger. My great-uncle Milton used to pace when he was nervous. That stopped when he finally realized how dangerous it could be. It took him 2 concussions, a near miss with the Hadassah Newsletter delivery truck, and a 10-foot drop from a painter's scaffolding to get him to stop. "

She stopped filing and threw him an amused smile. "A homeless person's cardboard house broke his fall. But the owner of the house put the fear of God into him. I tell you, he never paced again!"

Max stopped walking and gaped both at the pace with which she spoke and the content of her story. After a moment, he turned and walked back towards her. When he reached his seat, he discarded his jacked and plopped down, resuming his nervous perch on the edge of his chair.

She eyed him hopefully. "Talking helps to calm my nerves. Do you mind?"

Max turned to look at her again and gave her a slight shake of his head. He actually did want her to keep speaking. The minute she started, the pressure in his chest had dissipated a little. And he desperately wanted a diversion.

Remembering his manners, he extended his hand towards her. "Maxwell Sheffield."

"Hi, I'm Fran Fine."

She took his hand and made eye contact, smiling warmly at him. Max released her hand rather abruptly and turned to look at anything but her face. He felt such an attraction the moment she touched his hand and flashed that brilliant smile. If she noticed his discomfort, she didn't show it.

"I'm here with my daughter. She will be turning five years old this Tuesday. She is such a treasure, my little angel. She wants a big birthday party with the works - balloons, a clown, chocolate cake..."

She paused a moment and gazed off into space and took a sad breath. "I'm hoping that she won't be readmitted tonight. Neither of us wants her to spend *another* birthday in the hospital."

Her voice quivered slightly at the end of her comment, and she stared at her fingernails a moment.

Max finally broke his silence with a soft, "How long?"

"Wha?"

He cleared his throat and repeated, "How long has she been sick?"

"Oh, about 14 months ago she was diagnosed with Leukemia. We Fines don't give in easily though, and after four months, she fought it into remission."

Fran sighed and smiled weakly. "Unfortunately, she started feeling tired again a couple of months ago, so she and I found our way back here. Cancer is stubborn, and this time, she had an allergic reaction to the standard chemo drugs. We just started on something new. It helped for a while, but now..."

She trailed off sadly, but he immediately saw her expression firm resolutely. "We'll find a way to beat it!"

Max lost himself to her story and surprisingly, to the sound of her voice. Her thick accent screamed Queens, and the nasal whine in her voice was definitely... unique. He was captivated by the fire and passion in her voice and her expressive looks.

He noticed that she never mentioned the girl's father and realized she wasn't wearing a ring. His own curiosity in her personal life unnerved him. He diverted his own attention by asking how her daughter handled the sickness.

"She hates all the tests, treatments and medication, but she hasn't lost her sense of humor. She laughs and finds joy wherever possible, usually at little things."

Fran smiled thinking about their trip just yesterday.

"She loves butterflies and ladybugs in Central Park. She stares mesmerized by the city lights, she absolutely LOVES Chinese food and chocolate is pure heaven..." Fran smiled conspiratorially and winked. "For both of us."

She opened her purse to retrieve a picture of the two of them together. Max glanced at it and smiled. The girl was a carbon copy of her mother, with short curly hair. Fran inhaled slowly and held it for a moment before continuing.

"I just wish she wasn't in so much pain."

Max understood the feeling and said so. They sat in companionable silence.

After a minute, Fran turned the conversation toward him. "So, what are you in for?"

Max didn't like to talk to anyone about his personal life, especially strangers. He looked at her a bit apprehensively and tried to avoid answering her question.

"You seem fairly calm for a hospital emergency room."

"Not calm exactly, just a first-class yenta."

He had no idea what she was talking about, but her tone was just so darn friendly and playful. She laughed softly as his look transformed slightly into confusion. Fran smiled in understanding.

"That means I'm nosy. Besides, I work here as a nurses aide, so consider me the late-night 'welcome wagon'."

Feeling comforted, he relaxed and answered her earlier question matter-of-factly.

"My youngest awoke this evening with stomach pains. We didn't understand how painful, until she began vomiting up blood." His unease returned immediately, and Max looked away from her toward the emergency room doors again.

"Try to relax a little. I know the pediatrician on staff tonight and he's very competent and experienced. I'm sure he's taking good care of your little girl."

She paused and picked up on the tidbit about his family. "Youngest? How many other children do you have?"

"Two. My son, Brighton, is almost 12 years old and Margaret is 15. Grace just turned 7."

He pulled his wallet from his jacket and removed a picture of his family to show her. His three children and Sara smiled back at him. She noted the loving look on his face and leaned over to gaze at the picture.

"You have a beautiful family."

He closed his eyes at the wave of grief that overtook him. It always did, but he had never been able to share it with anyone. He didn't know why, but he suddenly wanted to confide in this beautiful and compelling woman beside him. The words just tumbled out.

"I did. I had everything, but it's not so wonderful anymore. Not since my wife died four years ago." He took a shaky breath and looked down at his ring.

"I'm so sorry for your loss." The concern he heard in her voice encouraged him to continue.

"You know, I haven't set foot in a hospital since that day. I even had my butler bring Brighton in when he broke his leg skateboarding last year. I just couldn't do it." He squeezed his eyes shut against the memories.

"My wife was the strong one. She was the glue that held our family together. After she died, the joy just vanished from our lives overnight. I couldn't find comfort in anything and even shut out my children. I don't even know them anymore."

His voice cracked against the strain of containing his emotions, and he clenched his fists in an effort to remain in control.

"You're too hard on yourself. Being a single parent is not easy, even without the grief of losing someone so wonderful."

He felt her hand rest gently on his lower arm. He finally looked up at her face as a tear trailed down her cheek, her eyes full of compassion.

Max looked down again and covered her hand with his own to thank her for the kind gesture and words.

"Coming here with Grace tonight made me realize that I've not felt this way, this frightened and alone, in a very long time. It's still so difficult for me to talk about..."

Max trailed off feeling immediately self-conscious about sharing his grief with a total stranger. He removed his hand and looked away just as a doctor pushed his way through the emergency room doors.

"Mr. Sheffield?" He stood and shook the doctor's outstretched hand. "I'm Dr. Rosen. Your daughter is just fine."

Max felt his knees weaken and released a relieved breath he didn't realize he held. "What happened to her?"

"Grace has a ulcer, that's what caused the abdominal pain and the bleeding."

"An ulcer? I thought only adults got ulcers."

"Yes, and no. While Peptic ulcers caused by a bacterial infection are quite common, Grace's is different. Gastric ulcers are infrequent in children, so I'd like to admit her for treatment and observation."

The doctor peeked around him at Fran. "If you'll wait just a few minutes, I'll give you a more detailed explanation and my recommendations."

Max nodded and the doctor turned from him to extend his hand to the other parent in the waiting room.

"Miss Fine, it's always a pleasure to see you, even at 2:00 in the morning."

"I wish I could say the same about you." She winked and smiled at him to show she meant no malice. "And Michael, I'm not working now, so please call me Fran."

She held onto his hand waiting for the rest. The doctor sighed and looked solemnly at her.

"As you suspected, your daughter's body did not respond well to the new drug. Her body seems to be hypersensitive to any E. Coli drug variant. It not only lacked effectiveness in fighting the cancer, but her allergic reaction caused the headaches. I recommend that we stop using it immediately to avoid severe side affects, such as blood clots."

"OK, I agree. So, where do we go from here?"

"I'd like to switch to a drug with a different base. It should be more tolerable, but it is 15% less effective. Since the cancer has not moved into her brain or spinal cord, I think if we combine it with radiation treatments, we could still knock this out."

Fran chewed on her bottom lip, considering what the doctor had told her. Chemotherapy with radiation was so hard on her, but what choice did she have. She nodded her acknowledgment to continue.

"Look Fran, I know you're concerned about the costs, but we'll work something out. The staff and parents are very happy with our arrangements so far. I'll work with my department head to get this new round covered under our existing agreement."

Fran smiled in relief and hugged the doctor affectionately, making him blush.

"OK, then. I'll get her moved to her room, while you see Bonnie about the paperwork." Fran released him and retrieved her belongings from the chair.

"Thanks Doc. I'll see you tomorrow, same bat time, same bat channel?"

She turned to Max and offered her hand. "Good luck with your little Gracie, Mr. Sheffield. If you need to talk or nosh or just laugh, Zoe and I will be in room 204."

Max took her hand, realizing that Zoe must be her daughter. He thanked her and slowly released her hand. Together, he and Dr. Rosen watched as she and her very pink slippers shuffled towards the elevator.

"A remarkable lady," Dr. Rosen remarked. Max couldn't help but agree.

Dr. Rosen invited Max to sit and began explaining what happened to Grace.

"Mr. Sheffield, Grace is going to be fine physically. Her pains have subsided. However, I'm a bit concerned about the type of ulcer, especially for someone without any apparent predisposing factors, such as acute illness, trauma or stress. Can you tell me if there's anything else in Grace's life that could be a contributing factor?"

Max took a deep breath. "Actually, Dr., Grace's mother passed away several years ago and she's...well, we've *all* taken it rather hard. She regularly withdraws into her own world and is plagued with fears. She's currently seeing a psychologist, Dr. Bort, weekly."

Dr. Rosen nodded, thoughtfully. "That does fit the trauma criteria. Stress and anxiety exacerbate it. I'd like to admit her for a couple of days to observe her response to the medication, run a few psychological tests and have her work with a specialist on learning relaxation techniques. How does that sound?"

Max nodded and the doctor gave him a reassuring smile. "I'd like to move Grace into a shared room with Zoe Fine, unless you have any objections. I know that it's less private, but given her condition, I think the interaction with the Fines would be good for her."

Max had no objections. He sheepishly admitted to himself that the prospect of seeing Miss Fran Fine again was rather intriguing. He shook the doctor's hand before following Fran's path to the elevator.

By the time Fran finished the paperwork, Zoe had been moved to 'her' bed. Fran stopped at the threshold, listening to Zoe rustle her sheets. She walked to Zoe's bedside and sat down on the edge, smiling down at her daughter.

"Hi Ma." Zoe smiled weakly.

"Hi Sweetie. Feeling betta?"

"Uh-huh. I'm tired, but I wanted you to tuck me in." Zoe snuggled down against her pillow as Fran pulled up the blanket and tucked it around her shoulders.

"Sleep now. I'll see you in the morning." Fran stood and set her overnight bag down. Leaning over, she kissed Zoe's forehead. "Goodnight, my angel."

"G'night ma."

Fran stroked her cheek gently until her eyelids slid shut and her breathing became slow and regular. Just then, Fran heard the door open and heard an orderly speaking reassuringly to another patient.

"Here we are, room 204. Now, lets just get you into bed young lady."

Fran peeked around the privacy curtain at her friend wheeling in a young girl. "Hiya Tony."

"Oh, Fran. You back tonight? Can you give me a hand and turn down the sheets?"

She did so as Tony helped the girl climb into the bed. After pulling up the sheet and blanket, Tony started wheeling the gurney out of the open door, and instructed her that her father would be in momentarily.

"Don't worry Tony, I'll sit with her until Mr. Sheffield arrives."

Until then, Grace sat silently, staring ahead with her arms wrapped protectively around her knees. Now, she turned and looked curiously at Fran. Fran smiled at her and introduced herself.

"Hi there Gracie, I'm Fran. I met your father downstairs and he showed me your picture."

Grace looked quizzically up at her. "Are you sick? Your voice sounds funny."

"A-ha. No honey, I always sound like this. I'm here with my daughter, Zoe." Fran jerked her thumb behind her, indicating the bed behind the curtain. "But, I also work here, so if you need or want anything, just ask."

"OK."

"Is there anything you want that will help you sleep?"

"Well, I usually sleep with my teddy bear, but I left him at home."

Fran turned around to pick up her overnight bag. "Well, I can't get your teddy, but how about a substitute?"

She pulled a plush, white bear with a red bow tie from her bag and presented it to Grace with a triumphant smile. "Ta-da! He's from Zoe's bubbie, but since she's already sleeping, why don't you use him?"

Grace reached up hesitantly, then pulled the bear snugly to her chest and nuzzled him with her cheek. "Thank you."

"Anytime, angel. Now, is this your first time in the hospital?"

Grace nodded.

"That can feel a little scary. Do you have any questions?"

Grace nodded again. She considered Fran for a minute, then asked tentatively, "Why am I still here?"

Fran sat down on the edge of her bed and took her hand. "I heard the Dr. say you have a sore in your tummy and he just wants to make sure it gets better."

"Oh." Grace was silent for a moment, looking at Fran pensively. She decided to trust her. "So, I am not going to die now?"

Fran pulled her fingers up to her mouth. "Ptoi, Ptoi, Ptoi!" Then she smiled warmly and took her hands in her own." No Gracie, you're going to be just fine. In a couple of days, you can go home again, good as new. Why did you think that?"

"Well, Brighton told me that my mommy died when she went to the hospital, so I thought I would too."

Fran reached around to enfold Grace in her embrace. "Oh, sweetie, not all sickness is the same. Brighton came home from the hospital after he broke his leg last year, right?"

Grace smiled and nodded her head.

"I promise, you are going to get better." She released Grace and looked her in the eyes. "Now, you just relax and try to get some rest."

Max stopped at the door and watched Fran tucking Grace in and kissing her forehead.

"Thanks Fran."

"Anytime, Angel."

Fran saw some movement in the corner of her eye. "Oh, look who's here."

Max approached Grace's bed and marveled at Grace's smile and relaxed expression. She was normally so anxious and distressed around strangers.

"Hello, Sweetheart. Feeling better?" He reached to rub her shoulder affectionately and glanced nervously at Fran.

Fran realized she was intruding and fished around for an excuse to leave them alone.

"Oh, um, I ah, well, I need to grab an extra blanket. Can I get you anything Mr. Sheffield?"

She scooted around Grace's bed as she spoke and paused at the door for his answer. Max turned toward her slightly.

"No, thank you Miss Fine. I won't be staying long."

Fran glanced behind him and saw Grace's contented smile falter. Tears sprang to her eyes before she closed off the emotion behind the same stony look she wore when she first arrived in the room. Fran knew she shouldn't butt-in, but that had never stopped her before.

"Mr. Sheffield, there is something that you should know prior to leaving. I'll be in the hallway when you're finished. I'll fill you in." Then she softly closed the door, leaving them alone.

Max turned back to find Grace had assumed her usual distant attitude. He sighed and tried speaking to her again. "How does your stomach feel?"

"Fine." She didn't even bother to look up at him.

Max sighed again and sat down in the chair next to her bed. "The doctor would like you to stay here for a couple of days to make sure you get all better, OK?"

"OK."

"Do you have any questions or can I get you anything before I go?"

Grace clutched the teddy bear tightly to her chest and shook her head. Max stood and reached over to lightly stroke her hair.

"I've a meeting in the morning, but I'll come visit you after that, all right?"

Grace finally looked up at him and smiled slightly. "I would like that, Daddy."

Max patted her shoulder and turned to leave. He paused at the door. "Get some sleep now. Sweet dreams."

Fran was waiting just outside the door with two blankets draped over her arms. As Max turned from the room, he almost walked right into her. "Oh, Miss Fine. What did you want to tell me?"

Fran took a deep breath and looked Max sternly in the eye. "Mr. Sheffield, I gave you fair warning downstairs that I'm a Yenta, so hopefully you won't be shocked by my meddling. You really should stay tonight with Grace."

"Miss Fine, I appreciate your concern, but Grace will be comfortable until tomorrow. I have a very important meeting in the morning, but I'll be back after that."

"Mr. Sheffield, I'm sure that whatever you do is very important, but that little girl in there needs her father tonight. Isn't there any way to postpone or have someone else handle it in your absence?"

Max was starting to get irritated at her pushiness, his voice raising slightly as he responded. "Miss Fine, I don't think I need to explain myself to you. What's so bloody important about me staying here tonight?"

Fran could see that he wasn't going to be persuaded without knowing and she didn't want to alienate him or get him angry. She softened her tone and laid everything out for him.

"Mr. Sheffield, Grace came to the hospital expecting to die. Now I explained that her illness differed from her mother's, but I also saw her frightened look when you said you weren't staying. She needs you to show her that she'll be all right."

At his stricken look, she placed her hand on his arm again.

"I know that it's hard for you to be here. If you decide to go, I'll help Grace, but I really think it would comfort her if you could stay." She squeezed his arm gently and walked around him into the girls' shared room.

Max stood rooted to the floor and debated on what to do. She was right; he should stay. Grace was already seeing a therapist due to her fears, but he didn't know that she feared dying like her mother. If his staying at the hospital would allay that fear, then he would do it.

However, Max found Miss Fine's effect on him confusing. For the second time tonight, she had known exactly what to say and how to say it to open up his heart. He also couldn't deny that her touch had a very physical affect on him. It immediately calmed his anger and relieved the fear rooted in his chest.

How does she do that? he mused. He shook his head and pulled his phone out to call home.

After the first ring, Max heard an anxious "Sheffield residence" at the other end.

"Hello Niles, Grace is going to be fine."

"Thank God," he sighed. "I was so worried. What happened?"

Max relayed Grace's diagnosis to his butler.

"Niles, I need to stay the night here. Can you handle things at home and then bring me a change of clothes. The doctor also wants to discuss possible lifestyle or dietary changes at around 9:30. Will you join me?"

Niles was shocked at his decision. Normally, he left the care of the children to him between nannies.

"Of course, Sir. I'll help see the children off to school and meet you there at around 9:00. The new nanny will be here in time to see the children home from school. Let's just hope this one lasts longer than Nanny Bray."

"Very good. Also, I need CC to handle the morning meeting with Mr. Johanssen alone. She should be dropping off a contract that needs my signature before noon, so don't forget to bring it with you, would you old man?"

Max could just hear the wheels turning in his friend's head.

"And Niles, be nice. I need CC in a good mood for that meeting. We're depending on Johanssen's backing to meet our production schedule."

"Oh, Sir. I don't have a mean bone in my body."

Max paused waiting for the inevitable comment. Niles didn't disappoint.

"Of course, I'll toss her one as a reward if she's a good dog."

Maxwell held his silence and finally Niles gave in. "Oh, very well. I'll mind my manners, Sir. Anything else?"

"No, thank you Niles. Right, then. I'll see you in the morning. Good night." Max hung up the phone and turned to enter Grace's room.

For the millionth time, he gave thanks for his truest friend. Since he was a boy, he had always been there to save him. Not just from something trite like a spanking or detention, although he'd done that more times that Max could count. Niles had also given up his dreams to follow him to America. For that, he'd be always in his debt.

Most recently, Niles had done even more for him - he'd saved his family, holding them together when Sara died. In many ways, Niles was as much a parent to his children as he was, maybe even more. Somehow, he would repay him.

Maxwell opened the door and took in the scene before him. Fran had pulled a recliner next to Grace's bed and set out a small pillow and the blanket she'd carried in earlier. She had obviously consoled his daughter as she sat on the bed and held a crying Grace in her arms. She was just wiping Grace's tears when Max returned.

Fran smiled at him and smugly announced, "See?"

Grace turned to look at Max and beamed brightly as he approached her.

"I guess I'm not too busy to stay after all." He sat at Grace's side and she threw her arms around his waist.

"Thank you, Daddy!" Max felt the tears sting his eyes. Grace hadn't hugged him in months.

As he wrapped his arms around Grace and started rocking her, Fran excused herself and pulled the privacy curtain closed around her own makeshift bed next to her daughter. She sat down feeling suddenly exhausted as her own worries pushed into her consciousness.

Fran reached over and slid her fingers across Zoe's cheek, then wrapped them around her hand. She finally gave in and let the tears flow silently. After a few moments, she arranged her own blanket and turned out the lamp.

"Sleep well, Angel," she whispered. Then she closed her eyes and slept.

Max awoke with a start. It took him a moment to remember where he was, groaning at his body's stiffness when he tried to get up from his chair. He stretched and reached up to rub at a kink in his neck, blearily looking around.

Grace still slept peacefully, wearing a contented grin and clutching the little white bear. Max smiled at her. Last night she had clung to him as he sat on her bed and reassured her with quiet, gentle words until she finally fell asleep in his arms.

He glanced over to the other bed. The privacy curtain had been pulled back to reveal Zoe, who was awake and watching him intently. Even without her hair, he could see the resemblance to her mother reflected in her expressive eyes. He walked over to her bedside.

"Hi. I thought you were going to sleep forever. I'm Zoe."

Max smiled at her accent and her bold statement - like mother, like daughter. "Good morning, Zoe. My name is Max. I'm pleased to make your acquaintance."

Max took her offered hand, but instead of shaking it, he bent over and placed a kiss on the back. Zoe giggled.

"Is that your daughter?" She pointed over at Grace's sleeping form.

"Yes, her name is Grace. She'll be your roommate for a few days."

"Oh, good. She can come to my birthday party. You can come too. I'm going to be 5 on Tuesday. Bubbie Silvia and Aunt Nadine are going to come, along with my cousins, Hannah and Miriam. They're twins. Ma even thinks that Yetta, that's my great-grandma, can come. Have you met my mom? She works here and is probably out helping the nurses with stuff. She should be back soon. She's really nice and pretty too. Do you like chocolate cake? It's my favorite. I asked Ma to bring some for my birthday. Are you going to come?"

Max had never heard a child speak so quickly or energetically before. When Maggie was five years old, she could talk and talk and talk, but this girl left her way behind.

He chuckled at the similarities between Zoe and her mother. Her brown eyes expressed excitement, twinkling as she talked and literally sparkled at the mention of chocolate.

He noticed differences too, probably attributable to her sickness; her skin had a bluish tint and she had dark rings under her eyes. He'd also seen her wince in pain as she offered her hand to him in greeting.

"So Max, can you come to my party? Please? It's going to be so much fun. Ma said she'd get a clown to come here to make balloon animals, only I know that it's just cousin Ira dressed like a clown and he only knows how to make a dog. His clown act is OK, but he also does 'impershonashins'. Ma said she can't watch Shirley Temple movies anymore because of some picture of him with a lollipop. I don't know what that's about, but I like it when he dresses and sings like Cher. His fishnet stockings look so funny."

She giggled again and then turned her head to look behind him.

"G'morning Ma. I was just inviting Max to my party and telling him about the clown."

Max turned around to see Fran leaning against the doorframe with an amused smile on her face. He wondered how she could look so fresh after staying up half the night. Her hair wasn't as big as the night before, pulled back with a headband and mostly straight. He'd never seen someone look sexy in scrubs before, but somehow she managed it.

Her bemused expression shifted from Zoe, to him, and back to Zoe.

"All right young lady, g'nug already. You've already invited 20 people; no more can fit into this room. Anyway, you'll wear yourself out talking so much, and this poor man hasn't had a chance to even wake up yet."

Fran flashed him a bright smile and handed him a toiletry bag.

"Here, I thought you might need this since you didn't plan on staying in our luxurious accommodations," she leaned in close and whispered "equipped with fully-functional torture racks that double as recliners."

Max accepted the bag and reached for his own sore neck, grinning in agreement. Fran turned around to point at Zoe.

"You - rest now. Dr. Clark will be in to check on you in a few minutes and you have chemo and radiation in an hour."

Zoe started to protest, but quieted at Fran's look. With that, Fran popped a thermometer into her mouth and pulled the blood pressure cuff from the wall.

Max retreated into the bathroom to freshen up. When he returned, he found Grace awake and sitting up with a thermometer in her mouth. Her eyes lit up when she saw him.

"Ndaddy, yo fill heayo!" Fran tsked at Grace's attempts to talk around her thermometer and continued marking her chart. When finished, she replaced the chart and turning to Max offered, "Coffee or tea?"

"Uh, coffee please. Cream, no sugar."

"Wall Street Journal, or Times?"

"Times, please."

Turning to Grace to remove the thermometer, she asked, "How about you Gracie, would you like a book of fairy tales, silly poems or adventures?"

Grace immediately declared "fairy tales" as soon as her mouth was free. Fran addressed Max once again.

"The doctor will be in shortly. I believe she wanted to discuss Gracie's medication and a new diet, although for the life of me, I can't understand the gentile fascination with dieting..." Fran mumbled the last bit just loud enough for Max to overhear.

She paused at the door. "I'll be back shortly with your coffee and paper. Can I get you anything else?"

"No, thank you Miss Fine."

Fran gave the girls a mock-stern look. "You two rest, and none of your mishigas either, that includes making each other laugh."

She winked at Grace and disappeared around the corner. Both girls immediately burst into giggles until they caught Maxwell's look, complete with raised eyebrow. They both covered their mouths to try unsuccessfully to stifle their mirth.

Max had just settled back into his chair when he heard his name called from the hallway. What now? he wondered. He leaned his head into the hallway to see Niles trying to restrain a determined CC Babcock from coming down the hallway.

"Maxwell, what is this all about? The Incredible Shrinking Brain here told me you wouldn't be at our meeting this morning. I need you. You know that Mr. Johanssen only likes to deal with you."

Max stepped into the hallway and carefully closed the door behind him. Crossing his arms defiantly during CC's tirade, he waited patiently for her to finish whining.

"CC, please keep your voice down. This matter is not open for discussion. You are very capable at talking to the man without me. It's a done deal, just be pleasant long enough for him to hand you the check. Ask him about his family."

CC rolled her eyes.

"That's the problem. He drones on and on about those kids of his. I can't tolerate listening to stories about useless child-related drivel."

She flicked her wrist dismissively until she saw the incredulous look on his face. "Except when you speak about your little darlings, Maxwell. You know I love to hear about them."

Niles mumbled quietly behind CC. "Oh, quit worrying, just chat man-to-man." CC responded with a rude gesture.

"I'm sorry Sir, I did pass along your messages, but she just wouldn't stay. I guess it's time to reenroll her in obedience school." Niles looked apologetic as he handed Maxwell his overnight bag.

"Maxwell, I tried to call you, but I think your phone was turned off."

"Much like the men you date..." Niles leaned in just close enough to deliver the barb and pulled back just in time to escape her kick towards his shin. God, she made this so easy.

"CC, I stayed overnight in a room with two very sick little girls and I didn't want them disturbed. Now, I need to meet with Grace's doctor today, so I need you to handle the meeting yourself."

At her incredulous stare, he firmed his voice. "Yes, yourself. Johanssen will understand. Just explain that Grace is in the hospital, you know, spout some of that 'drivel' and he'll sign that check over to you."

CC knew she wasn't going to get her when he used that tone. She'd heard it before, but not since Sara's death. She acquiesced and reached into her briefcase.

"All right. Here are the new scripts to look over and I need you to at least sign this contract for Carol Channing. Her agent has been harassing me for two days."

"Carol Channing! Wow, Mr. Sheffield, you know Carol Channing? I just love her! She's such a character and what a unique voice. She's no Barbra, but I could still watch her any day."

CC and Niles both stared openmouthed at the comments, the voice and the woman behind them. CC disdainfully eyed Fran up and down.

"Oh, God. What a voice. Please, Miss Nightingale, this is a private conversation. Just go about your business."

Fran put one hand on her hip and turned to face CC. Send me on my way, will you? She addressed CC caustically.

"In that case, are you a family member of a patient here?" CC shook her head and started to explain that she was Maxwell's partner. Fran cut her off.

"In that case, you need to leave. My 'business' includes keeping pediatrics quiet and free of stress for the comfort of my patients. We don't need any blue-blooded, aristocratic harpies screaming in the hallway, delaying their recovery."

She pulled on CC's sleeve, turning her around, and then gave her a nudge toward the elevator.

"But you don't understand how important..."

Fran put her hand on CC's back and pushed a little more forcefully. "You may return during normal visiting hours."

CC looked back over her shoulder at Max and sputtered her objection. "Maxwell, tell her who I am!"

Max gave her an apologetic look and shrugged slightly. "Sorry CC, those *are* the rules."

CC turned around, but was forced to continue walking backwards by one angry and determined Fran Fine. She pointed at Niles. "What about him? He's not family."

Fran glanced back at Niles, who watched the scene incredulously. "I'll deal with him in a minute. Right now, he's not acting like a shmegegi."

CC bumped into the elevator doors, as Fran reached around her to press the button. She crossed her arms and glared at CC while they waited for the doors to open. CC made one more attempt to get her way as the doors opened and Fran forced her into the elevator.

"But I need this contract signed by noon today or we lose the deal..."

Fran plucked the document from her hands and waved as the doors closed, CC still sputtering her objections to her treatment. Fran turned around and walked back to the two men, whose mouths were both hanging slightly open.

"Oy, some people have no manners." She handed Max his paper, coffee and contract.

"Wha?" she asked off their looks.

Niles recovered first. "Miss, we've never had the pleasure of meeting, but may I say that I'm already a great admirer. Not many people can put the 'Bitch of Broadway' in her place so efficaciously."

He reached over to take her hand, placing a warm kiss on the back of it. "I'm Niles, the Sheffield's butler."

Fran smiled warily at him. "I'm not exactly sure what all of that meant, but new admirers are always welcome. I'm Fran, Fran Fine."

Max watched them as his shock wore off, and then chuckled at the exchange between Niles and Miss Fine. He could tell they would become fast friends. Fran turned back to Max and eyed him appraisingly.

"That's more like it. You have a wonderful smile. You should laugh more often."

She picked up a book of fairy tales from the chair next to the door. "Now, if you will both excuse me, our little darlings are waiting for a knight in shining armor to rescue the damsel in distress before breakfast."

She gave them a wink and disappeared into the room.

"Wowsa!" Niles exclaimed, still staring at the door where Fran had gone.

"You don't know the half of it, Niles. She's unlike anyone I've ever met before, like a multidimensional puzzle." Maxwell trailed off, thoughtfully sipping his coffee.

Niles studied his friend and employer with a hopeful heart. Maxwell hadn't shown interest in anyone, especially a woman, since Sara died. True to his nature, he decided to dig for details.

"In what way, Sir?"

Max was startled from his thoughts of Fran by Niles' question. "Oh, well, she works here as a nurses aide, but she tends to more than just the physical needs. Her daughter is quite sick with cancer, but they're both gregarious, cheerful and full of ... life."

He paused a moment and stared into his coffee.

"One minute, she's relating a ridiculous story about a relative, and the next she's comforting our fears and pain like she's known us her whole life. It's like I'm on a bloody emotional pendulum when she's around."

Niles stared at his boss, amazed at his candor. He didn't have time to press for anything else, since a petite, matronly looking doctor approached them.

"Good morning Mr. Sheffield. I'm Dr. Dorothy Clarke. I'd like to check on these two in here, and then have a chat about some possible lifestyle changes for Grace."

Max shook her hand and then introduced Niles. "Fine. Dr. Clarke, this is my butler, Niles. He runs my household and prepares our meals."

The doctor nodded her greeting as she entered the room to check on Grace and Zoe.

"Good morning, Miss Sheffield. How are you feeling today?"

She checked Grace first and reviewed her chart. After asking a few questions, she informed Grace that she had an appointment with a therapist and nutritionist later that day, but otherwise did not have to stay confined to her room. Then the doctor moved over to look over Zoe's chart.

"Miss Zoe, back again so soon?" She moved next to her bed to listen to her heart and breath. "Deep breath. Now again. How are your head and tummy feeling?"

"Fine."

Dr. Clarke locked eyes with Zoe for a second and then called for Fran. "Miss Fine, would you mind running down to treatment room 'A' and telling Jerry to get it prepped, then come up to fetch Zoe?" Fran eyed her suspiciously, but left immediately.

"OK. Now that mommy is gone, tell me how your body is feeling." Zoe released a shaky breath.

"I hurt really bad in my chest, it's so sore and it's hard to breathe." The doctor felt around her chest and noticed some lumps near her armpits. Zoe gasped when she touched them.

"How about the headache, still there?"

"Not as bad as before."

"All right, honey. We can give you something for the pain with your breakfast, but we have to wait. You need to go for Chemo and radiation first, OK?"

Dr. Clarke stood up from the bed as Fran and the orderly returned with a wheelchair. They gently lifted her into it and wheeled her out, Fran trailing apprehensively behind. The doctor turned back to Grace.

"I'm going to steal your dad for a few minutes Grace. You're breakfast should be here in a minute." She smiled at her, then gathered the men and took them down the hall to her office.

Once they were seated, Dr. Clarke explained Grace's condition again, repeating what Max had heard last night. She offered them some dietary guidelines, which Niles attentively absorbed, then asked them several questions about Grace's lifestyle. Max told her about her mother's death and shocked Niles by also explaining that his withdrawal probably contributed to Grace's anxiety. After informing her about her therapy sessions with Dr. Bort, Dr. Clarke concluded.

"I want to supplement Grace's regular therapy with some specific relaxation exercises. I've set an appointment for today at 2:00. Since the duodenal ulcer is rare in children, I'd like to keep her here for another 2 days for observation, but she need not stay confined to her room."

She handed them a brochure. "The activity center is located down the hall on the right and we have a very pleasant roof garden if she would like to go outside. I encourage family members to stay or visit and even short outings are allowed. If you need anything, just ask Miss Fine. She does an excellent job of looking after our patients' families."

After determining that they had no further questions, she shook their hands and left to attend another patient. Max and Niles made their way back to Grace's room.

"Niles, I think I'll work from here today. Please take this contract back to CC and if you don't mind, have the new nanny bring Brighton and Margaret here for a visit after they return from school."

"Very good, Sir. You should expect them to arrive around 3:30."

"Thanks, old man." Maxwell clapped his butler on the shoulder and gave a slight squeeze. Niles was startled by the sudden show of affection. Yes, this Miss Fine is just what the Dr. ordered, he thought as he watched Max walk away.

Maxwell returned to find Grace finishing her breakfast. She looked up at him and grinned.

"Hi Daddy. Fran brought you your breakfast. She thought it was boring, but she got your eggs and toast. There's also some tea over there."

She pointed to the side table. "I'm feeling better. May I go to the activity center after breakfast?"

She took another bite as Max sat down on the bed and hugged her from the side. "Of course you can, Sweetheart. I'm glad you're feeling better."

Max pulled his food and paper next to the bed where he and Grace finished eating in comfortable silence.

"Shut up, Brighton!" Maxwell rolled his eyes at the typical entrance of his two older children. He stood to leave the activity room where Grace sat playing with a dollhouse. He entered the hall just in time to catch his son's response.

"A plastic surgeon might be able to remove that zit - maybe he could fix the rest of your face at the same time..."

Max rounded the corner and shushed them, speaking in a harsh whisper. "What on earth is going on? Please lower your voices. We're in a hospital, not at a bloody carnival."

Brighton glared sullenly at the floor and crossed his arms, while muttering, "not that we'd know what *that* is like."

Max let out an exasperated sigh and rolled his eyes before turning to Margaret. "I'm sorry, Daddy, but I'm so tired of Brighton's remarks and I just lost it."

"Except you never had *it* to begin with..."

"Stuff it, you little troll!"

Max cut his eyes back to Brighton. "That's enough, both of you. If I hear another cross or sarcastic remark from either of you, you'll be grounded and cleaning the bathrooms for a month. Do I make myself clear? And Brighton, that means to either of your sisters."

Brighton scowled at the restrictions, but gave a grudging, "Yes, Sir."

"How is Grace, Dad? Look, we brought some flowers for her room."

Max gathered the two of them and led them toward Grace's room. He started to explain her condition and the doctor's suggestions, when they met Fran coming through the door. She had changed from her scrubs to a very short miniskirt, heels and a colorfully striped blouse.

"Oh, Mr. Sheffield, they're even more enchanting in person. Hi there! Wow, you look gorgeous, just like your mom."

Fran reached over to shake her hand. Confused, Maggie hesitated and looked around for some other gorgeous person, then shyly took her hand.

"Hello, Miss."

"Oh, my! Don't be shy Maggie." Fran leaned over and whispered confidentially, "you're a beautiful heiress; don't ever let anyone tell you different."

She caught Brighton's eye as he rolled his. "And you, Brighton, should be kinder to your sister."

"Why, because we're a family?"

"No, 'cause as the oldest and more responsible, she'll be the executor for his will." Fran winked at him and jerked her thumb over her shoulder at Max, who was now conferring with Niles behind her.

Maggie didn't know who this strange lady was, but she immediately liked her candor and humor. "How do you know his name and why were you in our sister's room?"

"Oy, where are my manners. My name is Fran and your sister is sharing a room with my daughter, Zoe. Your dad told me your names."

Brighton squinted his eyes, glaring at Fran. He couldn't resist asking her about her earlier comment. "You knew our mom? How come we've never met you before?"

Fran squatted down in front of him and smiled warmly. She reached out and touched his shoulder.

"Actually, B., I only met your father last night. But, he showed me your family picture. She was a beautiful woman and loved her family very much. Your dad misses her dreadfully. How are you two doing?"

Her open acknowledgment of their mother and her question took them both by surprise. No one had talked about their mom in years, let alone asked them if they missed her. The sadness Brighton usually covered with pranks and sarcasm bubbled to the surface and his eyes stung with tears.

"I miss her more every day." Maggie whispered, choking a little on the words.

"No one understands me like mom did. She made us all happy..."

Brighton's voice broke as the tears started to fall. Fran embraced him and rocked him making soft, soothing sounds. She reached over to take Maggie's hand and squeezed it.

"It's OK to miss her. Never forget that she loved you. She'll always be with you in your hearts."

Maggie looked at Fran with awe. The way she had reached into her bother's heart and comforted him, like no one else, amazed her. Brighton's tears slowed and then stopped with a hiccup. He pulled away and stared at Fran for a moment. She smiled at him and pulled a tissue from her purse.

"Betta? Here, blow." She grinned mischievously at Brighton. "Why don't you come with me? There are some games in the activity room that might interest you, perhaps Nintendo? That's where your sister is anyway."

She stood and took Brighton with her other hand and talked as they walked down the hall.

"I have a sister too, you know. Nadine and I got along great, did everything together, until we hit our teens. Then we fought like 2 Fines over the last shrimp at Sizzler's All-You-Can-Eat buffet. Now that's something you have to see to believe. A-ha!"

Max watched Fran lead his children away. He and Niles had witnessed the entire exchange between Fran, Brighton, and Margaret. He turned to Niles.

"See what I mean, Niles? She knows them 30 seconds, and she can... just..." Max trailed off, gesturing to the place they'd been standing.

Niles eyed his boss as Max watched Miss Fine bounce happily down the hallway. Niles knew that look well. He was already in love with this woman, but how long would it take him to realize it. It had taken him months with Sara, and he didn't have half the emotional baggage interfering back then.

Niles liked Miss Fine. She was good for the Sheffield family, and since it was his job to take care of them, it was now his duty to keep Miss Fine connected after Grace's hospital stay ended. Time to put all of his subtle skills of manipulation to work.

"She is remarkable, Sir." Max turned to face him, and Niles could see the conflict written all over his face. He reeked of guilt and fear. This is definitely going to take some work.

"Sir, I regret to inform you that Nanny Jones has already left your employ. Master Brighton staged another suicide, a quite ingenious fake hanging complete with bulging eyes and body twitches. I think this might be a record, he'd only been home from school for five minutes."

Max rubbed his finger against his temple and started pacing up and down the hall. "Any news from the agency on a replacement?"

"No, Sir. Master Brighton has acquired quite a reputation. I've contacted a new agency and should hear something back from them tomorrow."

"Niles, with the dress rehearsal tomorrow and your association meeting, I really need someone for tomorrow night."

"If I may suggest, Sir, what about Miss Fine? Would she be willing to watch the children tomorrow evening?"

Max considered the idea a moment, and then discarded it with a wave of his hand. "No, no I couldn't ask her, Niles. I barely know the woman and she's very busy with her own concerns."

"Ask me what?" Max's heart practically jumped from his chest at the nasal pitch coming from just behind him. He leaped around and almost stumbled right into the woman.

"Pacing again, huh? That can't be good. So, what's worrying you?"

"Oh, ah, it seems I've ...um...misplaced my scripts. Have you seen them?"

She narrowed her eyes at him, clearly unconvinced at his cover story. "Sure, you left them on the chair next to the doll house."

Max stammered his thanks and excused himself, sidestepping around her towards his escape. Fran watched him walk away with a hand on her hip, and then turned to Niles.

"OK, Niles, spill it. What does he need that he doesn't want to admit to?"

Niles grinned. He couldn't have asked for a better set up. He proceeded to fill her in on the dilemma, to which she tsked; annoyed that Max hadn't just asked her.

"No problem. My Zoe's birthday party is tomorrow. Two gentile kids won't even make a dent. The only problem now is finding a decent clown on such short notice and within my budget. My cousin Ira would have done it for free, but he pulled a groin muscle doing some cheer leading move."

She bit her lip pensively. "Oh well, I'll just explain it to Zoe. After all, she is a Fine. This isn't the first time the Fine family antics have caused problems. Take my uncle, Jack. He planned the bris for my cousin Bob and served little smokies. The women didn't mind, but Daddy and Uncle Stanley wouldn't speak to him for months."

She slapped his arm, laughing and Niles watched her walk away, his plan already forming.

Max decided to stay at the hospital again that night. With no Nanny at home, it meant asking Niles to cover for him again, but he was surprisingly cooperative. Of course, he still had a mountain of work to do, including sifting through the stack of scripts for a potential play.

He had tried to scan them several times today, but had been interrupted. Half way through the first act of one script, Miss Fine had insisted he attend Grace's first meeting with the therapist regarding relaxation technique. She wouldn't take no for an answer, coyly suggesting he may want to learn an alternative to pacing.

The second time he'd picked up a script, she had dragged him over to join them for lunch. Fran had arranged a picnic on Zoe's bed, complete with checkered blanket, a basket and even fake butterflies swaying daintily on wires over plastic flowers. She and Zoe had kept them laughing for an hour with their family stories.

Of course, Margaret and Brighton had pulled him away the next time. After the family visit at the hospital, he'd gone home with them in the limo and shocked them all by joining them for dinner and helping the kids get ready for bed the first time since his wife died.

The most recent distraction wasn't really her fault either. He'd returned to the hospital to find Grace already tucked in and sleeping. He'd just settled into his chair to read again when she'd emerged from the bathroom, ready for bed. She had combed out her hair, which was now hanging loose with her soft curls framing her face, and had also removed her make-up. She'd put on a fuzzy, white bathrobe and her pink slippers. Fran didn't even notice his transfixed look as she yawned a sleepy, "g'night Mr. Sheffield" before pulling Zoe's curtain shut.

He listened to the two of them whisper their love and excitement about Zoe's party. A while later, he'd heard her gentle weeping and whispered prayers for Zoe's recovery. Through it all, he tried to read through some asinine play about a trial lawyer who really wanted to be a lounge singer.

He wished he had her ability to comfort with a word or gentle caress, but he feared going to her. He knew what he feared and it kept him fastened to his seat, wondering, debating, arguing with himself until the sounds ceased, eventually replaced by her steady breathing.

Thoughts of her continued to roll through his mind until he finally tossed the script aside with an exhausted sigh. Two hours had passed without turning a page. He might as well get some sleep, since he couldn't concentrate with her so close.

His mind kept returning to what it would be like to comfort her in his arms, wipe away her tears, or kiss her until the pain disappeared. That sent him into a panic. He didn't want to feel that way about anyone again.

He had learned as a child that if he did not care about or rely on anyone else for love, he wouldn't be hurt when he didn't get it. Sara had changed all that. He'd been magically drawn to her and hadn't been able to resist her warmth, laughter and emotional strength. He'd never felt anything like it before in his life and he was hooked the day they met.

Oh, he had fought it, but in the end came to trust her sincerity. He'd found the true and everlasting kind of love. He pledged his love forever, and although she was gone, he would never break that promise. Comforted by his own resolve, he drifted to sleep.

"Mr. Sheffield, Mr. Sheffield. I'm sorry to wake you, but your business associate left an urgent message."

Max sat up quickly and groaned at the stabbing pain in his neck. He reached up to rub it away and tried to focus his bleary eyes on Miss Fine. She was already dressed, this time in a bright red vest over a frilly white blouse and skin-tight black pants. He pulled his eyes away from her legs and met her smiling face above him.

"I told you it was torture. Here, allow me." She stepped around him and started to rub his shoulders. "Your Miss Babcock called to remind you that you have dress rehearsals today, for which you must arrive promptly at 9:00 AM, a completely unreasonable request of anyone up past 1:00 AM like you were, by the way. Also, she wants to know which script to pursue."

Max groaned. It was just as much for the pleasant feeling of her massage as for the unpleasant message from CC. "Damn, I couldn't even get through the first act, I was so distracted yesterday."

Fran stopped rubbing his shoulders and moved over to retrieve his paper and coffee.

"Well, if you want my advice, you'll file 'Trial to Sing' in the round bin over there." She indicated the wastebasket in the corner. "The story was lame and the writing poor. I mean, nobody would believe a story like that, and the writer has obviously never been to Atlantic City."

She turned to pick up her own coffee mug and continued. "However, 'Blind Truth' has real potential. I thought the dialogue witty, cried at the hero's loss and I'm a sucker for love stories with a happy ending." She winked at him.

"As for 'Freedom', the story was gritty and a bit depressing, but probably a realistic view of gang violence. Combine that baby with some fabulous music, say on par with '' Chicago' or 'Les Miserables', and it could have a long run. I think the critics would like it, maybe even earn you a Tony."

She sipped her coffee as he stared at her openmouthed. She noticed his incredulous stare. 'Wha?"

"When did you have time to read those plays?"

"Oh, I hope you don't mind, I couldn't sleep last night, so I ready your scripts."

"But how did you, I mean, when did you learn to critique like that?"

Fran blushed a little. "Well, I took a theater appreciation class in high school. Actually, I took it to meet Joey Parelli, before I knew what a schmuck he was. It turned out to be one of the few classes I enjoyed studying for that year."

As his silent stare continued, she flushed a little deeper. "Forget it, I'm no expert. It was just the opinion from one of the uneducated masses."

Max finally recovered from his shock to reassure her. "No, no, I appreciate your opinion. From what I read yesterday, your assessment is spot-on and well articulated. Thank you."

She beamed happily at the complement, and then turned to face their girls, who were stirring from sleep. "Good morning, angels." She and Max both moved to the space between their beds.

At the look on Zoe's face, Fran pulled the privacy curtain closed around them and reached for a bucket from the bedside table. She raised Zoe up just in time, and continued to hold her, rubbing her back until she finished. Fran wiped her mouth and gently laid her back down as Zoe began to cry silently.

"I hurt, Mommy. I want it to stop."

Fran pulled Zoe to her chest and rocked her as she stroked her head. "We're trying, baby. I'll talk to Dr. Rosen. Let's see if he will give you your medicine now."

Fran reached over call the nurse, but Zoe shook her head. "No, I don't want to sleep through my birthday. I can wait."

"Zoe, I won't have you hurting all day. Bubbie and Auntie Nay will be here at 3:00. You can rest 'til then."

After discussing the situation with the doctor, Fran returned and held Zoe until the nurse came with some medication. She stayed, rocking and humming a lullaby until Zoe fell asleep. She came around the corner just as Max was leaving for the day.

"Mr. Sheffield, before you go, can I ask you a favor? I was wondering whether I could take Gracie for an outing today. I need to shop for a dress for Zoe, and I'd love some company."

"I don't have any objections, Miss Fine, as long as it's all right with her doctor."

"Great, I already cleared it with Dr. Clarke. What time are your rehearsals finished this evening? I'll feed Maggie and Brighton and get them working on their homework, but I want to inform everyone we'll have late family visitors."

Her question caught him off guard. When did this get arranged? Niles! That meddling butler of mine… What would I do without him?

"Oh, we should be done around 7:00. At the latest, I will pick up the kids around 7:30."

He gave Grace a quick kiss on the cheek and left for the theater, one less worry on his mind.

"Zoe. Zoe, wake up. It's time to get ready for your party.'"

Fran gently shook Zoe's shoulder until her eyes flickered open. She had dark circles under her eyes and she was deathly pale, but the sparkle returned at the anticipation for the coming event. Fran helped her wash and change into a new dress.

"Gracie and I found it today - 70% off at Loehmann's."

Grace helped to set out the decorations while Fran finished helping Zoe dress. Soon Silvia, Nadine, Val and Zoe's cousins arrived bearing presents and birthday wishes. A few minutes later, Niles dropped off Maggie and Brighton, who had brought his video camera to capture the party.

On his way out to his meeting, Niles motioned for Fran and whispered to her, "The clown will arrive in about 10 minutes. Mr. Sheffield sends his fondest wishes for the young lady."

Fran hugged him tightly. "Thanks, Niles. You're the greatest."

He winked. "A small repayment for the kindness you've shown our family over the last couple of days."

Everyone enjoyed themselves at the party. Zoe loved seeing her grandma, Aunt and cousins. The clown kept her smiling the entire hour, and he made her several balloon animals. Besides juggling and telling jokes, he pulled Brighton into the center when he realized he liked to do impressions. Together they had everyone crying with laughter. Fran ordered enough take out from Fung Lum's to feed everyone, even with Bubbie Silvia there.

Then, Zoe had blown out the candles on her cake. 5 years old. She made it! Everyone thought her birthday wish was to get better, but she shared a secret look with her mom after the candles went out. They both knew Zoe's greatest desire was to have a dad.

She loved her mother, but she also dreamed of a dad who would tell her stories, dance with her and maybe even sing her to sleep. She also wanted someone who could take care of her mom. Ma showed her cheerful face around other people, but sometimes late at night when she was supposed to be sleeping, Zoe caught Fran crying. She wanted someone to take care of her.

Zoe stopped daydreaming about her party and wish to catch the end of the story. "The handsome prince kissed the princess, breaking the spell and they all lived happily ever after."

Fran closed the gook and gave both Zoe and Grace a squeeze. "All right you two, twenty more minutes, then it's time to get ready for bed."

Max had arrived at the hospital in time to hear the end of the story as well. He decided to wait outside the door until they finished, since he loved seeing Fran interact with his kids. Grace smiled and played when Fran was near, but her conversations with Brighton and Margaret really gave him a new appreciation of her.

He watched Fran walk over to his older children. "How's that homework coming?"

Maggie looked up and smiled briefly. "Almost finished."

Brighton didn't look up, but mumbled as he continued to stare intently into his math book. "Yeah, me too."

Fran muttered, "uh huh," and reached over to pull the Spiderman comic out of its hiding place in the chapter on multiplying fractions. "Hey!" he protested.

"Not another word, mister. If you've got this much free time, you can help me on my rounds; it's time to clean the bedpans."

Brighton's eyes widened, disgusted. "No way, Fran! That's gross! Besides, I need to study for a math test tomorrow."

Fran nodded. "OK, then. See that you do."

She winked at the younger girls then noticed that Maggie was staring into nothing with a sad look on her face.

"Maggie, Honey, what's wrong?"

Maggie looked up and mumbled "nothing."

Fran smiled understanding and sat down next to her. "Come on Mags. It's either 'cute guy hasn't noticed me' trouble or 'mean, back-stabbing rival' trouble."

Maggie smiled, relieved that Fran had made it so easy for her to explain. "Both, actually. How did you know?"

"Oh, Honey, I remember those days - they weren't *that* long ago." She leaned over to nudge Maggie's shoulder with her own.

"When I was your age, Judy Silverman and I got into the worst cat fights, usually over some boy. The worst one happened at Camp Kinderveldt when I was fifteen. We both had a crush on the cutest assistant, Brad Stroman, and boy, did it get ugly."

Maggie sighed. "That's just my problem, Fran. Tiffany is so beautiful that Shane just tunes out everything else when she walks by. I'm just not attractive."

On cue, Brighton leaned over to comment. "Oh, come on Margaret, all flies are attracted to..." Fran flashed Brighton a warning glance " ... I mean that *butterflies* are always attracted to beautiful flowers." Brighton finished sheepishly.

"Maggie, how can you say that? You're incredibly beautiful."

"Fran, I know that I look plain, especially compared to some of the girls at my school. No one ever notices me."

"Sweetie, there's more to beauty than just clothes, hair and make-up. What you need to worry about are your head, heart and chutzpah."

At Maggie's confused look, she tried to explain herself. "True beauty lies in your intelligence, your love and compassion and your courage or determination. It takes time to build those things, but it's a beauty that won't fade as you age. You develop these things, and the worthwhile men will flock to you."

Maggie listened carefully, but did not look convinced. Fran tried another tactic.

"Listen, pretty wrapping paper does attract more attention at first, but it's the gift inside that holds the value. After the present is opened, no one cares what the packaging looked like."

"That sounds nice, Fran, but I don't think it works that way where I'm from."

Fran considered her for a moment. "Really, how about your mom?"

Maggie smiled. "Oh, Mom was really pretty. She had the best smile and her eyes always sparkled."

"And her laugh was contagious. I loved her laugh." Brighton had set down his math book to join the conversation.

"She also loved to sing." Brighton and Maggie smiled at each other at the memory.

Grace had come over to listen to their conversation. "I don't remember her, but I like to pretend I'm with her sometimes. I think she loved me."

Fran pulled her up to sit in her lap. 'Of course she did, Baby. Who wouldn't? And your parents loved each other very much." Fran turned back to Maggie.

"Your father works on Broadway and probably sees physical beauty every day. Do you really think he misses your mom so much just because of that? She had more. She was beautiful on the inside. That's what draws good men like your father."

Maggie looked thoughtful as Fran brushed her bangs away from her eyes.

"Think about it. The same is true for men. Some can be gorgeous on the outside, but real slime on the inside. What do *you* really want?"

Fran's lips turned up into a devious smile. "As for the rest, I can teach you a few tricks to improve your *packaging* that will drive Tiffany insane with jealousy. How does that sound?"

Maggie laughed wickedly. "Yeah, I'd like that."

Fran hugged her, then grabbed a duffel bag and pulled a privacy curtain to change her clothes. A minute later, she emerged in her scrubs. She turned to Brighton before heading out the door.

"B, I'm going to quiz you when I return." Turning, she almost ran into Max in the doorway, exclaiming a little "Oh! Hi Mr. Sheffield."

"Hello, Miss Fine. I hope the children weren't any trouble."

"No trouble at all, but B. and I have a fractions quiz when I return." She glanced around at him and saw him bury his head into his math book.

Max tried to let Miss Fine pass by stepping aside, but Fran stepped the same way. They both muttered "sorry" and stepped aside, again right in front of each other. When the same thing happened a third time, they heard giggles from behind them.

Max grinned and winked at Zoe and Grace, then bowed slightly at the waist and neck.

"Shall we dance, Miss Fine?" Max stuck one hand out to her waist and held the other up. "A waltz, perhaps?"

She hesitated a moment and looked him suspiciously in the eye, and then took his hand. "I'd love to Mr. Sheffield."

Max sang a couple bars of music then led her around the hospital activity room, spinning to avoid hitting chairs, tables and toys. Fran had never danced with someone this skilled before. She felt like she was floating on air.

After twirling her once, he heard Maggie call out. "Waltz's are for old people, Dad. Do the Mambo!"

Max paused a moment and looked the question at Fran. She shrugged. "Pull me, twirl me, dip me, Mambo 2, 3, 4."

Just then, Brighton started singing a tune with the appropriate beat and Maggie joined in. Fran and Max smiled at each other. They danced around the room again, this time really feeling their bodies moving in sync to a more sensuous dance. They paused as Max twirled her in, flush against his body. The kids clapped.

"Ma, how about the Hustle?" Zoe called out her preferred dance in a weak, but happy voice. Fran stepped away and looked embarrassed at Zoe's request.

"Oh, I don't know honey. Maybe Mr. Sheffield doesn't dance disco."

Max stepped back, acting affronted, placing his hand over his heart. "Miss Fine, I'll have you know that I used to 'get down' at Studio 54 in my wilder days. I can boogie."

Maggie and Brighton both snickered at his terminology. "Yeah, right, Dad. You're really hip."

Max glared at his son for a moment, then turned to Fran.

"New York Hustle?"

Fran nodded. Simultaneously, they assumed a pose at the same time. Fran counted it out and they matched each other as Brighton and Maggie sang a BeeGee's tune. They finished as Max dipped her.

He couldn't help grinning from ear to ear, matching Fran's excitement, as her eyes sparkled. He glanced down at her mouth, and his smile faltered as he thought again what it would be like to kiss her. She noticed his look, and she felt her cheeks flush as they stared at each other, both of them feeling a thrilling current pass between them.

The sound of their children's applause pulled them apart and Max turned away embarrassed, tugging to loosen his tie.

Fran wiped at her forehead with the back of her hand. "Wow, Mr. Sheffield, that was fun! I haven't danced in a long time."

She turned to Brighton and Maggie. "And you two are great DJs. Where did you learn so much about music?"

Brighton rolled his eyes. "Fran, please! Dad produces *musical* theater."

They laughed and Fran glanced up at the clock. "Oops, gotta run. I'll be back in a few minutes."

She trotted out the door, while Max greeted his children. Then he wheeled Zoe out with Grace and escorted them all back to the girls' room to get them ready for bed.

Max placed Zoe into bed, squatting down to talk with her. "So, how's the birthday girl? Did you have a nice party?"

Zoe's face lit up as she recounted every detail from the afternoon and even convinced Brighton to reenact some of his impressions.

"We had Chinese take-out and chocolate cake. The food is gone because Bubbie Silvia came, but we saved you a piece of cake." She pointed to the bedside table.

Max thanked her and reached into his pocket, pulling out a small box wrapped in silver paper and a bright pink bow. He handed it to her. "Happy 5th birthday, Zoe."

Zoe unwrapped it slowly so she wouldn't damage the paper and opened the box. It was a heart-shaped locket. She used her fingernail to open the locket and found the picture of her and her mom inside. She looked at Max as he pulled the original out of his wallet and placed it back in Fran's purse. He leaned down and whispered conspiratorially.

"I swiped it when your mom wasn't looking and made a copy."

Zoe tried to sit up, lifting her arms to put it on, but stopped midway and closed her eyes against the pain. She handed it back to Max. "It's pretty. Will you help me?"

Max smiled at her and gently reached around her neck to close the clasp, then kissed her on the forehead. "You've had a busy day. You should rest now." He stood and pulled the curtain halfway shut.

"Max?"

"Yes, Zoe?"

"Thank you for my gift. You're a great dad." She smiled weakly, and then closed her eyes with her hand clutching the locket.

Max stared at her for another minute, and then turned and whispered to his other children that it was time to go. He promised Grace that he'd be back later and reminded her that she would be able to go home in the morning. Tucking her in, he kissed her goodnight. As they headed for the elevator, Fran came around the corner and stepped in beside him.

"Don't worry about Grace, Mr. Sheffield. I'll watch her."

Thinking about all he'd seen and heard this evening, he decided to risk asking her about the Nanny position.

"Miss Fine, would you ever consider trading your hospital career in to become a Nanny? I'm in desperate need of one and my children already adore you."

"Right! Mr. Sheffield, I don't think Park Avenue is ready for someone like me!" She laughed looking at him, stopping suddenly when she realized he wasn't joking.

"Oh, you're serious." Fran eyed him a moment. "Hhmm. That's a pretty big decision, but I will think about it. By the way, how did your rehearsals go?" Fran asked, desperate to change the subject.

"Quite well, thank you. I think we'll have a great opening night." Fran turned to the kids.

"Wow! I bet you get all dressed up and meet tons of celebrities."

Brighton rolled his eyes and Maggie meekly answered. "Well, we're not really going..."

Fran turned to stare incredulously at Max. He cleared his throat nervously.

"Actually, since *someone* faked his own gruesome death and scared away another Nanny, we will be attending the premier as a family. You kids will have to sit with CC while I see to the last minute preparations backstage. We'll just have to take turns with the press."

Maggie and Brighton both looked at each other, horrified at the prospect of spending an evening out with CC. After some quick thinking, Brighton snapped his fingers and turned back to his father.

"Say, what about Fran? I'm sure she's never been to opening night before and she could sit with us."

Max glared at his smirking son for setting him up like this. Yet, the idea was quite appealing. The thought had crossed his mind several times that day, but he hadn't the courage to invite her without an ulterior motive. He decided to take the opportunity and turned back to Fran.

"Well, what do you think, Miss Fine? Would you like to attend the premier of my new play Friday night?" He leaned in and whispered, "It's a love story with a happy ending..."

Fran looked at each of their hopeful faces in turn. "I don't know..." she began, but at seeing their crestfallen looks, she started to laugh. "Oy, look at those faces. I'd love to. Let me see if I can arrange it with Ma."

Maggie and Brighton started jumping up and down, cheering, before Max shushed them and herded them into the waiting elevator. Before he could enter, Fran gently tugged on his arm. He turned back to see her eyes glistening with unshed tears.

At his questioning look, she whispered quietly, "Thank you for sending the clown to Zoe's party, Mr. Sheffield. You made her day. It's the kindest thing anyone has done for us in a long time."

Max started to deny it, but was stunned to silence when she reached up to kiss his cheek. She leaned around him to wave goodbye to the kids and stood smiling as the door closed.

"Niles! I'd like a word with you!"

From his tone, Niles knew that he'd been discovered meddling in his master's life and he didn't sound too happy about it. OK, old man, time for some fancy footwork.

He hung up his coat in the entry and reached up to obtain his feather duster from the shelf. It was a surprisingly effective tactic. He just looked so much more innocent and benign with it in his hand. Niles entered the office to see Max pacing in front of his desk.

"Yes, Sir. What can I do for you?"

Max stopped pacing briefly and fixed Niles with a scathing look. "You can stay out of my bloody personal life, to start."

Niles feigned ignorance by assuming an innocent expression. "What personal life, Sir?"

"Oh, come on, Niles. Regarding Miss Fine!"

"And what happened between you and Miss Fine, Sir?" Might as well dig for something juicy tidbits to fill in the story.

Maxwell stopped pacing again, looking at Niles. "Who are you, Liz Smith? The clown? Niles, you told Miss Fine that I hired a clown for Zoe's birthday."

OK, time to deflect. "And how is Miss Zoe? Did she have a nice birthday party?"

Max leaned against his desk and let out a sigh. Drumming his fingers on the underside of the desk, a smile came to his face.

"Wonderful. She was just glowing as she told me about it. Even as sick as she is, she just sparkles with joy in everything. She even saved me a piece of chocolate cake."

"Quite an achievement, considering what I've heard about her grandmother."

Max chuckled at the truth in his statement. Niles couldn't help but smiling. His plan had worked as well as he'd hoped. His boss was smitten with both of them. He tried to determine his emotions and level of commitment as Max stared off into space, reliving some memory.

"What am I to do, Niles?"

"About what, Sir?"

Max refocused and looked annoyed at Niles. "About Miss Fine, you idiot!"

Niles let the insult pass. "Is she angry about the clown, Sir?"

"No. She was very pleased."

Niles watched him blush and congratulated himself. He could tell that something had happened between them, and judging his reaction, Miss Fine had shown some affection. This was a delicate moment. Maxwell Sheffield had to be led gently; otherwise, he would bolt.

"Did she not take good care of the children, Sir?"

"No, she did an excellent job. You should have seen them together tonight. She knew exactly how to handle Brighton and the talk she had with Margaret was amazing. It's like she can read our hearts and minds without even trying."

"Sir, pardon me for saying so, but perhaps you should offer Miss Fine the Nanny position here."

Max pushed away from his desk and started pacing again.

"I already did, but she turned me down...No, that's not exactly true. She didn't believe I was serious at first, and she said she'd consider it."

"Excuse me, Sir. But if she took good care of the children, isn't angry and hasn't turned down the job absolutely, then what IS the problem?"

Max stopped walking near the terrace doors and dropped his head in thought a moment.

"We danced in the hospital, and then later, she kissed me." Niles made a little happy jump behind his employer's back. "And it was unpleasant, Sir?"

Still looking down, Max drew a little circle on the floor with his foot, his voice a bit sulky and hesitant. "No, I found it very pleasant."

"Perhaps a little too pleasant?"

Maxwell didn't answer, so Niles prodded again. "She's a very beautiful woman, Sir. No one could blame you for being attracted to her."

Max exploded into motion and raised his voice. "That's just it! *I* blame me. I've had no problem resisting physical attraction before, but she makes me feel... so...I don't know" He stopped walking again and hung his head.

"May I speak freely, Sir?" At his nod, Niles continued. "I wasn't referring to her physical beauty, although she's not lacking in that area. Miss Fine has something inside that this whole family needs."

Niles' words reminded Max of what Fran had told Maggie earlier that evening.

"How *do* you feel about her, Sir?"

"Confused! She can rouse me with a word or gesture...but I still feel so peaceful. When she's near I feel invigorated...and yet calm at the same time. She drives me crazy, but I can hardly bear to be away from her. I can't stop thinking about her. God, I feel so alive when I'm with her! Like I'm...like falling...in.."

Max turned to face him, the conflict written heavily in his expression. "I don't want to feel this way with anyone else. I made a promise, Niles. I can't betray Sara this way."

Niles decided to pull out the big guns. "Forgive me, Sir, but what if the situation were reversed? What if *you* had died that night? Would you want Mrs. Sheffield to raise your children without a father, even if she met someone who could give them a father's love and guidance?"

Niles placed his hand on his friend's shoulder. "Would you really prefer that she remain alone and miserable, even 4 years after your passing?"

Niles looked at Maxwell with brotherly affection. "I think Sara would be happy to have someone like Miss Fine taking care of her family." Niles turned to leave and stopped at the office door.

"And I do mean the whole family, including you."

With that, Niles left a pensive Maxwell Sheffield alone to think.

Max returned to the hospital sometime after 10:00. Grace slept peacefully, cuddling the plush, white bear, so he decided to work a little before bed. He'd just ventured out into the hall to find a cup of coffee when he saw her talking with another family down the hall.

He busied himself with the vending machine while he quietly observed her. She held the woman's hand as she softly explained where they could stay while their son received treatments. She patiently listened to their concerns, offering encouragement and assisted them in finding all the appropriate paperwork for their insurance.

By the time she finished talking with them, they had visibly relaxed before leaving to join their son.

"Mr. Sheffield, can I help you find something?"

He realized that he didn't really have an excuse for lingering in the hallway and stammered an answer. "Well, I wanted a cup of something before bed. Would you like to join me?"

She agreed and in a few minutes, she sat recounting how she got the job at the hospital.

"When Zoe got sick the first time, I was so lost in the medical jargon. I wanted to make good decisions, but didn't know how. I felt helpless and hated the feeling. That's when I enrolled in night classes."

"So when did you start here?"

"Dr. Rosen encouraged me to get the training in the first place, and then when Zoe got sick again, he hired me."

Max didn't respond immediately. It sounded innocent enough, but he felt strange at her references to Dr. Rosen. Was there something between them? She certainly seemed friendly with him in the emergency room. Fran pulled him out of his jealous contemplation.

"Of course, working here I discovered more than just peace of mind..."

"What's that, the torture racks or the sexy scrubs?"

She hit his arm playfully. "Nooo. Meeting people from all walks of life taught me that people really are all the same - doctors, businessmen, construction workers, Broadway Producers..."

She gave him a wink, and then got serious. "Illness or injury is a great equalizer. Once a child is hurting, all the differences between us melt away, and all that matters is getting the child well."

"I'm certainly glad for your help with Grace. I think you're very good at what you do."

"Thanks. It's a career with a purpose. I find working with children very fulfilling."

Fran yawned. "Well, you'll have to excuse me. I'm about to turn into a pumpkin, so I guess I'll call it a night. Thanks for the talk, Mr. Sheffield?"

He stood as she rose to leave. "My pleasure. Thank you for the company, Miss Fine."

After she walked away, he looked down at his unfinished press releases and sighed, wondering if he'd be able to concentrate at all when all he could think about was the woman down the hall.

Grace checked out of the hospital the next morning. The next few days flew by for Max as he readied for opening night. His spirits soared as all the preparations for his play proceeded without much difficultly. And, he couldn't wait to see Fran again.

CC complained about bringing the children and that loud, unsophisticated woman.

"But Maxwell, since she's watching the children anyway, why can't they just stay here?"

Max looked up with an annoyed expression. "CC, I used to bring my family to the premiers all the time, and Miss Fine has graciously agreed to help care for *my* children. What exactly is the problem?"

At the look in his eye, CC backpedaled a bit.

"I'm not opposed to your family Maxwell, it's just... how much do you know of this woman? How can you trust her? She could be a gold-digger who's using your children to get to you and your money."

Maxwell's look hardened at her accusation. "I'll not have you speak of her in that manner, CC."

His eyes unfocused and a slight smile appeared as he continued. "You should have seen her with them. Her love is sincere. It's like magic the way she can ease our pain and unhappiness."

He thought about how much happier they had all been since they met her. Grace had no trouble returning to school, and he had seen her smiling and humming as she played. His older children fought less, Brighton had aced his first school test in ages and Margaret seemed more confident.

As she watched him reminisce, CC knew that she'd lost more than just the battle about opening night. His choice of words and the expression on his face could only mean one thing - Maxwell had passed from her grasp again, just like with Sara. She felt slightly disappointed, but oddly enough, not sadness.

Niles chose that moment to arrive with the afternoon tea and she grinned as she appraised his body from behind. Well, she thought wickedly, at least I can still have fun torturing the domestic.

For Fran, the days crawled by. Zoe's new treatment pushed the cancer into remission, so the cancer cells stopped spreading, but the radiation made her so sick that she couldn't eat. They fitted her with an I.V. to keep her hydrated and gave her medication for the nausea, and that helped a little.

Silvia stopped by on Thursday with Yetta for a visit and talked with Fran while Yetta got reacquainted with her great-granddaughter. "Fran, she don't look too good. What does the doctor say?"

Fran pulled her mother into the hallway. "I met with Dr. Rosen today. The cancer has pretty much halted, but the treatments still make her sick." Fran's bottom lip started to quiver. "I can't stop her pain, Ma."

Silvia pulled her into a hug as Fran started crying. "Mamela, don't give up. You're a terrific mother. That's good news and she'll pull through this."

Fran wiped her eyes. "Maybe I shouldn't go out tomorrow. I don't want to leave her."

Silvia placed her hands on her hips. "Francine Joy! Me and your daddy will be here and you have got to enjoy life outside this hospital. How many times is a classy, Broadway producer going to ask you out? You are going!"

Fran wavered. She really did want to go, but still worried about Zoe.

"In fact, Frannie, go now. Macy's is having a sale on gowns. Ma and I will stay while you shop. And I'll be back tomorrow so you can get dolled up. Go! Enjoy yourself."

Fran hugged her mother. "Thanks, Ma! Val is already coming over tomorrow so I can go to the salon. Love you!"

Fran found the perfect dress shopping and had a fabulous time the next day. She had a facial, manicure, pedicure and her hair done. Three hours later, she returned to the hospital to find Zoe propped up and playing 'go-fish' with Val.

"Ma, you look pretty!"

"Thanks, Angel, but just wait 'til you see the dress I found."

She emerged from the bathroom a few minutes later wearing an exquisite floor length, black strapless dress. It accentuated her curves and her milky white skin. In pure Fran Fine style, it contained a long slit in the side, giving it just the right hint of sexiness.

Val whistled. "Fran, you are so lucky. I am so jealous right now."

"Thanks, Val. Have you heard from Ma yet?" Val shook her head.

Fran turned to check on Zoe. "How you doin', Baby. Do you want me to stay here with you?"

"No way! I'm feeling better, and you promised to get me an autograph."

Just then, Silvia rushed in munching on a deli sandwich. "Sorry I'm late. Your daddy had to finish watching the game and couldn't find his hair. He's parking the car now."

She looked Fran over. "Frannie, don't you need a darker shade of lipstick?"

"NO, Ma, it's perfect. Besides, I don't have time to change anything now; the Sheffield family will be here any minute."

She leaned over to kiss Zoe goodnight. "You get some rest tonight. I don't want to worry about you."

"I'll be fine. I've got you right here in my heart." Zoe held up her locket. Fran smiled at the gift, hugging her daughter once more. "Love you, Ma."

"Love you more, Baby."

Val tugged on her arm. "Come on Fran, your mother will take care of her and I want to meet Prince Charming."

Fran blew a final kiss toward Zoe, following Val downstairs.

Max was already waiting in the hospital lobby when they exited the elevator. They both stared at each other, mouths hanging open for a few seconds. Max recovered first.

"Miss Fine, you look stunning tonight."

Fran blushed and stammered, "Thanks. You look great too."

Val nudged Fran in the back and cleared her throat. Fran turned slightly and presented her friend to Max. "This is my best friend, Valerie Toriello. Val, this is Maxwell Sheffield."

"How do you do, Miss Toriello?" Max bowed slightly and took Val's hand, kissing the back of it.

Val sighed. "Charming..."

Max smiled and turned back to Fran, offering her a single, red rose. He presented his elbow to her. "Shall we?"

Fran took the flower and turned to hug Val goodbye before taking his arm and walking to the waiting limo. Niles opened the door for them. "Nice to see you again, Miss Fine."

Fran started to reply, but was interrupted by happy screams coming from inside the limo. She bent down to see three kids yelling excitedly and beaming at her, while one annoyed business partner rolled her eyes and sipped her champagne. Max offered her his hand and helped her into the car. She settled between Grace and Maggie, with Brighton beside his father.

"Wow, don't you all look fabulous?" Fran wrapped her arms around Gracie.

"Fran, will you help me learn to do make-up like yours?" Maggie pleaded, taking her hand.

Before Fran could answer, Brighton leaned over to reply. "She's beyond help..." Maggie responded by kicking him in the shin.

"No fighting, you two. Maggie, I think you look beautiful tonight."

Maggie giggled and leaned in to whisper, "Not as good as you. Dad can't take his eyes off of you."

Fran glanced over at Max, who quickly averted his gaze. She winked at Maggie. "Well, I am a graduate of the Altissima Beauty Institute, after all. Perhaps I could show you a trick or two, if it's OK with your father."

Max couldn't resist the hopeful look on both of their faces. "I suppose it would be all right just for tonight, but don't get carried away."

Maggie squealed in delight and Fran pulled open her bag. As they moved toward the theater, Fran removed Maggie's headband, and spritzed her hair away from her face. With a little eyeliner, blush and lip-gloss, she'd transformed a shy girl into a young woman. Fran tickled Grace with a little blush, just to get a giggle.

Brighton leaned in to whisper to his dad. "Now why don't you find a Nanny like Fran, Dad? She's fun, loving and looks a lot like Miss July."

Max turned a shocked look at his son and gave him a warning, "Brighton!"

After a thoughtful pause, Max whispered back, "Because the agency only sends frumpy, old, boring ones." He winked and nudged his son's shoulder "So... how much like Miss July?"

Brighton flashed him a dreamy smile. Max glanced back over at Fran and found her looking at them. She gave him a sexy wink, letting him know she'd heard their conversation. Max flushed from embarrassment and turned to look out the window, as Brighton winked back at Fran.

The limo pulled to a stop in front of the theater. As Niles walked around to open the door, Max reassured his family. "The lights and cameras can be a little intimidating. Just smile and act as natural as possible. CC and I will handle the reporters"

"Don't worry, Daddy. Brighton and I remember how to behave. We'll help Grace."

Max regarded his daughter a moment, surprised and proud of her confidence. He smiled back and stepped out into the chaos of flashing bulbs and screaming fans.

Fran felt Grace stiffen next to her. She looked terrified. "Gracie, honey, just hold my hand and practice some of the relaxation techniques Dr. Jackson taught you." Grace visibly thawed at Fran's words, but maintained a death grip on her hand.

CC muttered, "Oh, please" before exiting the limo after Max.

Brighton and Maggie followed, with Grace and Fran emerging last. Max offered Fran his arm again, and she found herself gripping Grace's hand almost as tightly as they made their way down the carpeted walkway. When a group of reporters stopped them, Brighton offered Fran his arm and they continued into the theater, while CC and Max fielded questions from the press.

Once inside, Fran and Grace simultaneously let out a huge sighs of relief. They smiled at each other and started to relax. "Wow, that *was* scary!"

Brighton and Maggie pulled Fran over to the bar for a drink and once they'd found a seat, they started looking around the lobby.

"Look at all these celebrities. There's Ben Vareen. Oh, oh, and there's Elizabeth Taylor. I just got to get her autograph or Ma will just kill me." The kids trailed behind Fran, as she collected autographs, smiling at her childlike exuberance.

All of a sudden, Fran froze, her eyes widening. Maggie waved her hand in front of her face. "Fran, are you OK?"

When she didn't respond, Grace tugged on her hand, breaking her trance. "Fran, what is it? You're scaring us."

When she spoke, it was just above a whisper. "Barbra! It's Barbra! I've never seen her this close before."

"Would you like to meet her?" Max's voice crooned low in her ear, causing her heart to start racing for entirely different reasons. That man's voice was just too sexy for words!

She turned to him and grabbed his arm. "Really? Oh, it's my dream! I'm her biggest fan and I know everything about her. Val and Ma will just plotz if I get her autograph!"

Max smiled at her excitement. He led his family over and introduced them to Barbra Streisand. Fran stood in silent awe as she received a handshake from her idol.

"Maxwell, are you sure she's all right."

Max grinned at Barbra. "She's just a little overwhelmed at meeting you. She actually fainted when she heard you were coming."

Fran finally came to life and gushed about how much she loved her work. She requested an autograph and remembered to get one for Zoe, too.

As Barbra walked away, Fran turned to Max and threw her arms around his neck, jumping up and down. "Thank you, Mr. Sheffield, thank you, thank you, thank you!"

Shocked, Max cleared his throat and hesitantly placed his arms around her. "Anytime, Miss Fine. Anytime." The three kids started laughing both at her excitement and at their father's beet-red face.

CC approached, rolling her eyes. "I hate to break up this love-fest, but we need to start the show." She tugged on Max's sleeve as he extricated himself from Fran's embrace. "Come on, Maxwell. We need to go NOW."

He turned to his children before leaving. "Go ahead and get seated. The show will start soon, so I need to go backstage for a few minutes. I'll join you before long."

Fran took the kids by the hand and led them into the theater, animatedly reliving her meeting with Barbra. Ten minutes later, Max slipped into his seat between Brighton and Fran as the house lights dimmed. Max restlessly wiped his hands against his pant legs, then rubbed his stomach.

Fran leaned in to whisper, "What's wrong?"

"I just hate this part, waiting to see how they perform, and how the audience and critics react. It gives me an upset stomach."

Fran reached into her bag and pulled out a package of Tums. She handed him one and tucked the other into his cummerbund.

Off his look, she snorted. "It's a family thing. Just be thankful I'm not my uncle Jack. He's been kicked out of more places than I can count because he's forgotten to bring his Beano."

Max popped the Tums into his mouth with a grin, just as the orchestra began to play.

Fran loved the play. It was a beautiful story about finding love in unlikely places. At intermission, she met a few more celebrities, obtaining autographs from Sinead O'Connor, - Zoe's hero when she lost her hair during Chemo - and Mary Tyler Moore for Yetta, who was a big fan of the Dick Van Dyke Show.

By the end of the play, Grace was resting her head against Fran's shoulder as a tear escaped her eye. Max reached over with his handkerchief to wipe it away.

"Did you like it?" Fran just nodded. He took her hand and gave it a squeeze. Although it was a small gesture, Fran thought her heart would explode. Just sitting this close to him made Fran feel excited and nervous.

She watched him from the corner of her eye. She had thought a lot about Max and his whole family this week. Her attraction to him was undeniable, what was there not to like? He's successful, wealthy, patient, kind, a consummate gentleman, generous, humble and don't forget sexy! The list could go on all night.

Fran sighed and shook her head at her own thoughts.

The clincher was that although technically available, Maxwell Sheffield was still married in his heart. It was an endearing quality, but it convinced Fran to keep her distance. She had vowed never to be hurt by a man after Danny, and she did not want to compete with another woman again.

Besides, he'd never given any indication that he wanted anything more than a friend or a Nanny.

All right, she concluded, we'll just be friends.

It's the right thing to do.

That's logical.

It's safe.

Fran sighed. Who knew logic and safety could feel so awful?

After the play, Max took them all for dessert while he awaited his reviews. Once the family settled into a booth and placed their order, Max arose and started pacing. After a couple of rounds around the room, Max caught Fran's look of amusement and smiled.

Just then, he tripped over a chair leg and tumbled into the waiter, sending the tray of drinks into the air.

Aghast at his own clumsiness and the giggles coming from his children, he watched Fran suppress a smile. Sliding out of the booth, she stepped next to him and extended her hand.

"See, pacing is hazardous, I say" she chided, helping him to his feet.

Max tried to wipe the splattered liquid from his trousers. Embarrassed, he placed his hands on his hips. "It's not the pacing, Miss Fine, it's the distraction from pacing."

Her hands froze while straightening his jacket lapel, leaving her hands on his chest. She peered up at him, seeing his smile leak through as he tried to hold an indignant pose. Flirting? From him?

She gave him a coy look and asked, "You think I'm a threat?"

Her sultry voice and comment started his heart pounding madly. He realized that his nervous feeling had been completely replaced by a pleasant, warm sensation in his gut. He leaned in toward her slightly, her smell and proximity making him a little dizzy. It felt good, too good. He shouldn't flirt with her, but he just couldn't resist.

He lowered his voice to a gentle rumble and replied, "Definitely very dangerous..."

He looked into her eyes. He watched as her confident smile faltered. She licked her lips and swallowed nervously. Her eyes drifted to his mouth, and then slowly back to his eyes. He had that irresistible urge to kiss her again, her whole presence beckoning to him. The adrenaline coursed through him as they leaned towards each other.

"Hey, Dad! Your review is on next!"

Brighton's excited yell brought them both back to reality. Max ducked his head and cleared his throat as Fran jumped back a little, removing her hands from his jacket. Before he could walk away, she placed her hand on his upper arm and gently squeezed.

"It was a wonderful play, no matter what they say - I loved it!"

Max smiled at her encouraging words, and then reached into his cummerbund for the other Tums. Fran returned to the kids and crossed her fingers, while Max walked over to join CC, awaiting the critical pronouncement on his latest creation.

It was a good review, enough to pique the public interest and ensure that they had a decent run. Max felt elated. As he and CC accepted congratulations from their backers, he glanced over and smiled at his family, who were whooping and cheering along with Fran.

Maxwell and CC had long since discovered that the best time to schmooze for money was upon the announcement of a hit play, or in this case, a decent review, so they spent the better part of an hour hitting up their current backers to find new money for their next endeavor. By the time Max returned, he found Grace sleeping with her head on Fran's lap and Brighton yawning.

"Sorry that took so long..." Max began by apologizing, but stopped when he noticed the smile on Fran's face as she sat stroking his daughter's hair.

"Don't worry, Mr. Sheffield. We had a good time, but I think these two need to get home to bed."

"Sir, if you will allow me, I'll take the children and Miss Babcock home so you can escort Miss Fine back to the hospital." Max glared at his Butler for a moment, not sure whether to fire him or give him a bonus.

Max agreed and walked his family out to the waiting limo before hailing a cab. CC followed them out, protesting when she realized that Maxwell had no intentions of getting in and seeing her home. She gave up when it became obvious that Max wasn't listening to her anyway.

CC shook her head, disgusted as Max helped Fran into the taxi. "I don't know what he sees in such a classless, gold-digging bimbo."

Niles gave her a 'duh' look. "Well, for one thing, she loves his children like her own."

CC gave him a genuinely surprised look. "What are you talking about? I love Margo, Brian and Stacie, too!"

Niles rolled his eyes and prayed for the second half of his plan to work.

Max and Fran climbed into the cab and he gave the driver the hospital name. He sat back and his left arm and leg brushed up against her body. Acutely aware of her proximity and his attraction to her, he looked down and allowed his eyes to slide over the generous amount of leg peeking out through the slit in her gown. He immediately felt the same adrenaline rush travel through his body. It suddenly became unbearably warm in the cab.

"I had a really wonderful time tonight, Mr. Sheffield. Thanks for having me."

He lifted his eyes to hers and swallowed twice before he could answer. She had no idea how much he'd love to 'have' her.

Shaking his head slightly to rid it of the thought, he replied, "I should thank you, Miss Fine. My children love to spend time with you."

She grinned mischievously and looked at him sideways from under her lashes. "Just the children?"

He cleared his throat and decided to answer honestly. "Actually, no. Not really, Miss Fine. I'm disappointed our evening has to end so soon. I'm enjoying your company immensely."

Fran grinned widely at him. "I was hoping you would say that."

She leaned forward and gave the cabbie new directions, then settled back into her seat. Max looked at her expectantly. Fran just grinned smugly and turned to face the window, commenting on the great sandwiches available at a passing deli.

Max didn't let her divert his attention. "Well, where are you taking us?"

"It's a surprise."

Max frowned and Fran started to giggle, relenting at his pout.

"Oh, Mr. Sheffield. I haven't been out in months and Niles reminded me that there's a small carnival in Central Park. I'd really like to see it, but Zoe has been too sick. Can we go?"

Max smiled at her plea – she looked just like a little girl. He should have expected something like this from Niles. Niles knew how much carnivals fascinated Max as a kid, but he'd only attended twice in his life.

As a child, he and Niles had sneaked out his first year at Eton. They'd had a great time, playing games and eating junk food. But they were caught coming back when Max slipped and put a branch through the head boy's window while climbing the trellis to his room.

He had also taken Sara to Coney Island for their 2nd date, more than 17 years ago. He looked into Fran's eyes and saw the same excitement that Zoe displayed when relating the stories about her birthday.

"Anything you want, Miss Fine."

She grabbed his hand and squealed with glee. "EEE, EEE, EEE! I can't wait."

Shortly after arriving, they walked around checking out the attractions, eating cotton candy and playing games. Fran talked him into riding the merry-go-round and then tried the fun house, which had them doubled over and holding their sides with laughter.

They sat down near closing time to eat a hot dog, when Max voiced his discomfort with the stares from the other patrons.

"Not too many people come to the carnival in black tie, do they?" Max shifted in uncomfortably. Fran just tossed their trash and grabbed his hand, pulling him to his feet.

"OK, let's go somewhere they can't stare at us." She dragged him along until they reached the Ferris wheel, just as the attendant closed the gate.

"Sorry folks, it's closing time. No more rides tonight."

Fran squinted up into his face, trying to place the voice. "Richie? Richie Federman, is that you?" The attendant did a double take, then broke out into a big smile and threw his arms around Fran.

"Frannie, what are you doin' here? I haven't seen you since you and Danny split, what 6 years ago?"

Fran grimaced at him and made a shushing sound. "Richie, you don't want to ruin my night with that memory."

She reached for his hand and stroked it familiarly. "How about one more ride for old time's sake, huh? Puhleeeeese?"

Richie eyed them both and took in their attire. He smiled. "Same old Frannie – always trying to get away with something."

At the pleading look in her eye, he relented. "OK, Frannie. I'll finish up here last. I'll let you up and be back in 30. It will stop at the top so you can…uh…. enjoy the 'view'."

Richie winked at her and let them into a seat. Max didn't say anything, just enjoyed her delight as their chair lurched backward when the gears spun into action. Max had to smile himself when the bottom dropped out of his stomach as the wheel turned pulling them high into the air.

The seat stopped with a clang and jerked them forward, causing them to swing back and forth. Fran grabbed Max's arm and the handrail, making him chuckle.

"Nervous? I didn't think anything could scare you," he mused.

"You'd be surprised…" She eyed him to indicate that he was the source of her fear. She decided to change the subject.

"I just love the city at night. It's amazing to think about what all those people are doing or saying or thinking now."

They talked a minute about the play and how he liked hobnobbing with celebrities every day. Max grew quiet and saw Fran shiver slightly. "Miss Fine, you're cold!"

He gallantly removed his jacket and placed it around her shoulders, leaving his arm around her. "Thanks, I didn't think there'd be a cool wind up here."

She took a deep breath of the night air, but ended up smelling Max instead. What was that scent, Aramis? She leaned into his body and rested her head on his shoulder. "Mmmm…."

Her satisfied hum had a distinctly physical effect on him, and he shifted in his seat. There was no use denying his attraction, but the feeling still threatened him. Even if his mind and body said it was OK to move on, his heart still felt like it was cheating.

He decided to stall by talking. He was intensely curious about her past, especially about Zoe's father, so he decided to chance it.

"Miss Fine, may I ask you a personal question?"

She tipped her head up to look at his face. "Anything. My life is an open book." Max turned slightly to face her.

"Whatever happened to Zoe's father? Was it this Danny chap that you didn't want mentioned?" He felt Fran tense under his arm and her eyes flashed.

"Except that chapter. Move along."

He lowered his eyes and blushed, turning back to regard the cityscape. Fran watched his reaction and sighed. Maybe it was time to share her own grief. She leaned forward, resting her forearms across the safety bar.

"I'd known Danny since high school. We dated off and on, but lost contact after we graduated. After attending beauty school, we bumped into each other and he offered me a job at his bridal shop. I was thrilled to see him everyday. We started dating again and I fell for him, hard."

"Things became serious between us and he asked me to move in with him. Even though I loved him, I hesitated. He thought I was too old-fashioned, wanting to be married first."

She turned her sad eyes toward Max, smiling wistfully. "I wanted the whole white, picket fence dream, you know – a loving husband, 2.5 kids and a house in Great Neck. I didn't give in, so to get what he wanted, he proposed."

"I accepted and moved in with him. In addition to working at the bridal shop, I started working on our wedding plans. Deciding on a date was one of the many things we argued about, so somehow it never happened. Days turned into weeks, then months."

She sighed heavily and looked down at the carnival below. "From the beginning, I felt something missing, but I just pushed it aside and convinced myself that Danny was what I wanted."

Max watched her relate the story. The profound sadness that replaced her usual cheerful brashness pulled at his heart.

Her voice hardened slightly as she continued. "After about a year, he started spending several nights a week out with the 'boys', but I didn't complain. I thought I loved him and I trusted him…"

She swallowed, a sour look appearing on her face, "at least I did until…. until one day, I came home from work early with the flu. I walked in on him with Heather Biblow, or I should say, with him *on* Heather Biblow."

Max felt sick at the revealed betrayal, his surprise morphing quickly into a simmering rage. He suddenly wanted to throttle the idiot that had hurt her so deeply. The intensity of his feelings took him by surprise.

When he saw a tear escape her eye and trail slowly down her cheek, he tried to comfort her by stroking her back lightly. "I'm so sorry", he said.

Fran sniffed and shrugged.

"I packed my bags and walked away. I never wanted to hurt like that again. I tried to push everyone away, but Val and my parents didn't give up on me. I soon realized that living without friends or family was too lonely and they finally pulled me out."

Max leaned forward to join her at the railing, piecing together the timeline. "It wasn't the flu you had that day, was it?"

Fran shook her head. "I realized a week later that I was pregnant with Zoe."

"Did he ever find out about her?"

Fran snorted. "Yeah, I thought he had a right to know. I walked into the shop and told him. You know, he actually had the balls to ask me if it was his. I never saw him again."

Max regarded her silently. Like him, she'd experienced her share of heartache. That must be why she could understand their pain so well, but she hadn't let that interfere with her daughter. His respect for her grew exponentially.

"You've done a beautiful job raising her on your own."

She smiled at the compliment.

"Thanks, but I've had lots of help – Ma, Val and my sister; even my daddy. He's never really been there for me, but the day I found out about Zoe, he came into my room and held my hand while I cried. For the first time I could remember, he told me I was wonderful."

She smiled wistfully, remembering the moment.

"It's been hard on Zoe not to have a daddy though. She's been asking for one since she was 2. When she was old enough, she and Ma ganged up on me about getting married. I tried dating, but only seemed to attract real nut cases."

Max squirmed, wondering if he fell into the 'nut case' category. Fran didn't notice.

"I gave it up when Zoe got sick again. I didn't have time, what with working and her treatments and taking classes at night. I didn't really miss dating; I found a great outlet for my love."

She looked intensely at him. "Kids only love unconditionally, they don't know how to lie about it or hide their feelings."

Max reached around her and pulled her close, kissing her lightly on the side of her head. "Well, I guess some of us learn *that* when life knocks us on our backsides."

Fran laughed ironically, "yeah, one swift kick in the tochus and we're all ferklempt."

"I don't think you're... ah...what you said. I think you are a very loving individual and I'm happy that we met you."

She smiled at him, a little of her usual sparkle returning to her eyes. Max decided to brave his other question, the one that he both hoped for and dreaded.

"Miss Fine, have you thought about whether you'd be interested in becoming my Nanny?"

Fran let out a deep breath tipped her head back to look at the stars before answering. "A lot; almost constantly tonight. I really love your kids, but I don't think I can afford it."

Max considered her words, and unwilling to give up just yet, he asked, "What if I paid your hospital bill, would you reconsider?"

Fran sat up rigidly and punched her index finger into his chest. Her eyes flashed in anger.

"Maxwell Sheffield, I wasn't talking about the money. I was talking about the time with my daughter! Of all the arrogant, self-centered… how dare you try to 'buy' me!"

Max leaned away from her, putting his hands up in front of him in the air.

"Miss Fine, forgive me. I didn't mean to imply that you are for…ah…sale. I just thought you couldn't help me due to your arrangement with Dr. Rosen."

Fran softened a little at his obvious embarrassment, but she still squinted suspiciously up into his face. She tapped his chest again.

"And how did you know about my deal with Michael?"

Max's face deepened another shade. "Well, besides overhearing Dr. Rosen mention it in the emergency room, I…um…when you started spending time with my children, I had you investigated."

He saw her mouth drop and her eyes widen in surprise, so he rushed on to avoid any other misunderstandings. "I hope you understand, but my children are very important to me and I didn't want to leave their care to just anyone."

Fran's anger melted away. She leaned back away from him as she considered his comments.

"You know how much I owe and you'd still be willing to pay it to get my help?"

Max cleared his throat and tugged at his bow tie. "Like I said, my children are very important to me."

Fran regarded him in silence for a minute. Her intense scrutiny made him feel uncomfortable, so he looked away and bushed some nonexistent lint from his pants.

"So...you think that taking care of my kids would take too much time away from Zoe?"

"Well, it's not like Manhattan is just around the corner from my parent's place in Flushing. I don't see how I can get Zoe ready for school or to and from the cancer center schlepping across the bridge several times a day."

Now it was Max's turn to look surprised. "But, Miss Fine, I thought you understood that I'd expect you and Zoe to live with us, since my work often takes me away during evenings or weekends. We already have a room for the Nanny, and Zoe will have the guest room."

Fran's jaw dropped again as she contemplated moving her daughter to Park Avenue. Max chuckled. "I'd also expect you to use the limo whenever you need to...um...'schlep' the children anywhere."

Fran closed her mouth and turned to gaze unfocused out over the tops of the trees, her eyes filling with tears. Max watched her apprehensively for a moment, thinking he had offended her again.

"Miss Fine, what if we try it on a temporary basis, say a couple of weeks?"

Fran heard the nervousness in his voice, but she couldn't respond yet. Just as Max decided to give up, Fran turned to look at Max and spoke, her voice soft and unbelieving.

"Things like this don't happen to people like me in real life. What's the catch?"

Max smiled, relieved. "Just that you continue to lovingly care for my children. So, what do you say?"

Fran didn't hesitate. "Yes! Thank you, Mr. Sheffield!"

She threw her arms around his neck, knocking him off balance, making Max grin at her enthusiasm. He wrapped his arms around her and they continued to hold each other just a bit too long. Fran finally pulled back from his embrace and she gazed into his eyes.

Max could hear his own heart thumping madly as she looked at him. He heard her breath catch as he reached up to cup her face with his hand, wiping a stray tear from her cheek with his thumb. If he didn't kiss her now, he thought he would die.

"Miss Fine..." he stopped speaking and took deep breath before trying again. "Miss Fine...I want to... I...need..." his voice dropped off as he leaned in toward her, looking from her eyes to her mouth. He swallowed before speaking again.

"May I kiss you?"

She dropped her head and let out a breathy sigh, "I...I don't think it's a good idea. I know you're still in love with your wife."

Max nodded slightly, clenching his jaw against the guilt that threatened to overpower him. He knew he would always love Sara, but these new feelings were too strong to ignore. He needed to do this.

"Fran, I don't want to hide how I feel...about you."

Fran melted a bit at his honesty. "I'm scared, Max. I know that you're not Danny, but I just agreed to work for you. I've been down that road before."

She reached up and gently touched his lower lip, his breath tickling her fingertips. "I don't want it to ruin our friendship."

His pulse quickened, her caress igniting an irresistible desire within him. He continued to reach for her until they were mere centimeters away. At least she admitted to being attracted to him. He felt intoxicated by the feel and smell of her breath mingling with his, and he allowed his lips to brush slightly against hers as he replied.

"Maybe it won't."

He felt her close the distance between them and move her soft lips delicately against his. It felt wonderful! He felt so alive, as if all his senses were heightened, and her small touch sent him spiraling into sensual awareness.

He knew she was holding back, so he threaded his fingers through her hair, appreciating its softness, and pressed her head tighter against his own. He opened his mouth slightly to touch her lips tentatively with his tongue.

That movement broke her restraint. She opened her mouth and moaned pleasurably into his. At the same time, she relaxed her body, falling into his chest. She stretched one arm around to caress his back and pulled the other up, passing her fingernails through his gray streak to the back of his head.

He closed his own eyes, and deepened their kiss, reaching deeply inside her mouth to brush her tongue with his. She eagerly accepted him in, gently encircling his tongue in her mouth, then responded by pushing her way into his in return.

As she pulled back to catch her breath, he caught and suckled her lower lip between his teeth. Then he moved down to bite at her chin. He growled her name before readjusting his mouth on hers.

He let his hand trail down her neck and arm and reached into his jacket to pull her body tighter against his own. He breathed in deeply, getting dizzy with the smell of her perfume mixed with her own inebriating scent, then bent down to take her mouth hungrily again.

Fran couldn't believe the way he kissed her, so erotic and full of passion. She wanted more. She reveled in his raw passion, enjoying the way he fervidly bit at her mouth, chin and neck, caressing her back. Gradually, the intensity of her feelings for him began to unnerve her until all at once; the pain from Danny's deception came rushing back to her.

Alarmed that she'd lost herself so completely, Fran started to pull back from him just as the Ferris wheel jerked into motion, tipping them and swinging their seat precariously. They both grasped the safety bar and pulled away, breathing heavily as they stared at each other. Neither of them knew what to say.

Seeing her concerned look brought Max back to his senses. He realized that he'd moved too fast with her and regretted it. He wondered how he could reassure her and just decided to be honest.

"That was... just...amazing!" he whispered, as he reached to brush a stray lock of hair away from her face.

His compliment and the look on his face calmed Fran. She gave him a flustered smile and fanned her skin with her hand. "You can say that again."

They both leaned back in the seat and let out a long breath as they descended toward the ground.

Fran watched him from the corner of her eye during the ride back to the hospital. She could see his confusion and she assumed he felt scared and guilty about kissing her.

She understood. Her feelings for him scared her too. She didn't want a relationship to complicate her life, but she also wasn't expecting to meet someone like him.

They got along so well as friends. He continually surprised her with his quiet kindness and gentleness. He respected her opinions and seemed genuinely interested in both her and Zoe. He even allowed himself to relax and have fun with her.

And that kiss! From her observations, she had expected a shy, little peck of a kiss, not that passionate assault on her senses. She felt her cheeks flush just thinking about it.

However, he had immediately withdrawn, hardly saying two words as they exited the park. She had been right, they should have just left it at 'friends'. She mentally kicked herself for getting carried away. If she worked it right, maybe she could at least salvage that.

Max was confused, but not over his own feelings. He was worried about her reaction to his advances. He had felt her give in and kiss him with a passion he'd hoped for, but he had also felt her start to pull back. Strangely, her fear of a relationship actually made him more confident of his decision to include her in his life.

He just needed to slow down and earn her trust. He grudgingly admitted to himself that he needed some more time to get used to the idea of loving someone other than Sara. But his family needed Fran and he suspected that they needed his family as well. He could provide the type of stability that she'd always wanted. And he desperately wanted to be what she wanted.

Perhaps a friendly working relationship is just what they both needed. What better way to get to know someone than to live together? If he could just control himself...

They arrived at the hospital and climbed out of the taxi. Max asked the driver to wait and walked Fran to the door. Fran decided to try one more time to salvage their friendship.

"Would you like to come up for some coffee, maybe talk a while?"

Max met her gaze debating internally. He didn't know if he could keep his hands off her tonight, so he stuck to his resolve to move slowly with her and excused himself. "I'd love to, but I do need to tend to some things at the theater tonight before I retire."

Fran tried to hide her disappointment. She thought that their kiss had him so rattled that their deal was off and she'd never see him again.

"I had a wonderful evening, thank you." Fran stepped in close and kissed him gently on the cheek. She continued in a reassuring tone, "I understand, you know. Your love and devotion to her is one of the reasons I value our friendship."

She stepped back and gave him one of her brilliant smiles. "I'm sure you've noticed how I love to talk and talk and talk...but I can also listen. If you ever need to talk about her, I'll be waiting."

She turned to leave, but Max caught her wrist and pulled her back into a tight embrace. He buried his face in her hair. "Thank you, Miss Fine, for everything."

He knew she misunderstood his silence and hesitations, but had left the door open for friendship. At least she didn't ask him to stay away. God, I'm already in love with her, how can I just be friends now? He returned the kiss on her cheek and pulled back to look at her seriously.

"May I have a rain check on that talk, Miss Fine? I'll have Niles contact you tomorrow about moving you and Zoe in, since I'll be swamped at the theater for the next few days."

Fran looked shocked. "You still want me?"

At Max's blush, she modified her speech "I mean, you still want me to work for you?"

Max took both of her hands in his, his earnest look piercing her heart. "I meant what I said. I'm willing to do anything for my children. I've not been a good parent since Sara passed, and they've hurt deeply since. They need you, Miss Fine... we need you."

She looked back with equal intensity. "I can't do this temporarily. Zoe and I both need a sense of permanence. I don't want her to get attached to your family, and then move her from her home next month or even a year from now. Do you really feel comfortable with that type of long term commitment?"

"I do." Max chuckled inwardly at his choice of words. He couldn't believe he was thinking about marriage already. Maybe someday soon, she'd be willing to say them back.

"If you are willing to try, even with all the risks, then I am as well."

Max's smile calmed her fears. She squeezed his hands before he ducked into the waiting cab and drove off.

Zoe felt much better the next morning. She spent the next two hours after waking up dragging every tiny detail out of her mother about the play and the carnival. Fran gave her the autographs from Barbra and Sinead to her delighted squeals. Fran broached the subject of moving in with the Sheffield family.

"Zoe, how do you feel about the Sheffield family?"

"They're great! I think Grace is fun to play with and B. makes me laugh. Maggie's quiet, but is very nice."

Fran bit her lip. "And what about Mr. Sheffield?"

Zoe's eyes danced as she smiled. "Oh, Ma, Max is the best! Are you going to marry him?"

Fran blushed at her question, thinking again about their kiss at the carnival. She gave Zoe an admonishing look.

"Zoe, don't start with me. We don't even know each other very well. He's asked me to become the Nanny for his kids. What would you think about living there?"

Zoe threw her arms around her mother's neck, yelling ecstatically "EEE, EEE, EEE! When do we go?"

Fran smiled at her energy. She hadn't been this lively since she got sick again. Fran reassured her that as soon as the doctors released her, they'd move to Manhattan. The ringing phone interrupted their celebration.

"Hello, Miss Fine? Niles here. Is this a good time to talk?"

"Hiya, Niles. Sure, Zoe and I were just kibitzing about last night."

"Mr. Sheffield informed me that you've accepted the Nanny position. May I just say how pleased I am? What may I do to assist you with your move to the mansion?"

Fran just loved the way that sounded - the mansion. She told Niles that she'd arrange for her mother to pack their belongings and that he could pick them up from her apartment in Flushing that afternoon.

She looked at the clock and realized that she needed to meet with the doctors. She gave him the address and phone number, then said goodbye to Niles.

Fran rushed to her appointment with the doctors about Zoe's most recent treatments. Dr. Clarke asked her to come into her office and had her sit down. Fran felt a little apprehensive, but the doctor gave her a heartening smile.

"It's good news, Fran. We just got the most recent test results for Zoe, and remission seems to be holding. Congratulations!"

Fran popped up from her seat and gave her a big hug, tears streaming down her face.

"Zoe's Consolidation treatments went so well that you can take her home. She's got a lot of recuperating to do, but I have confidence in your ability to care for her properly. She can go today, providing that you're careful and return for follow up Maintenance treatments on this schedule."

Dr. Clarke handed Fran a document filled with appointment dates.

"I also talked with Dr. Rosen this morning. It seems that your hospital bill has been paid and that you are leaving our employ. On behalf of the staff, parents and patients here, you will be sorely missed."

Fran thanked her and literally floated back to Zoe's room. Most of the doctors and nurses took the time to throw an impromptu party to their favorite aid and patient, then Fran made the rounds to say goodbye to the other children.

As she gathered their belongings and checked Zoe out of the hospital, Fran wondered if she was dreaming and pinched herself to make sure. Everything was going so well - her daughter's cancer in remission, a new job working for a handsome millionaire, and a new home on Park Avenue. She couldn't shake the horrible feeling that something was going to happen to spoil the wonderful changes in her life.

But nothing terrible did happen. Her mother was thrilled at the news and packed her bags in record time. Fran and Zoe arrived at the Sheffield mansion just as the other children arrived home from school, and the Sheffield children spent the evening helping them settle into their new rooms.

True to his word, Mr. Sheffield worked late at the theater most of the next week. He only had time for one brief conversation about his expectations, spouting off a bunch of rules that had more to do with being a domestic than caring for children.

He didn't seriously expect Fran and Zoe to eat in the kitchen with Niles instead of with the other children, could he? Fran figured that she'd just have to use her own logic and common sense, and if she didn't agree with one of Mr. Sheffield's rules, she ignored it.

She made herself at home and she and the children all adjusted quickly. Zoe seemed very content and happy. The Sheffield children went out of their way to spend time with her. Grace moved her dollhouse into the guest room so they could play together and Maggie helped Fran decorate it to look more like a little girl's room.

Brighton really surprised them by doing everything he could to make her laugh - telling jokes, miming, doing magic tricks. One day as he worked on his homework, Fran cornered him about it.

"Hey, B. Whatcha doing?"

"Hi Fran. I'm working on a project."

Fran just looked at him skeptically with her arms crossed in front of her. Brighton held up his hands defensively.

"Really, Fran. It's for Art class. I'm making a video of me and all my friends doing our best jokes."

"Uh-huh. Just for school?" Fran finally winked. "That's great, B. I wanted to thank you for spending time with Zoe and making her laugh."

Brighton shrugged, uncomfortable with the praise. "Well, they say laughter is the best medicine."

By the end of the week, Max felt exhausted. He returned sometime after midnight to a house dark and peacefully quiet. He smiled at the thought. After experiencing the chaos and boisterous activity that accompanied Fran Fine wherever she went, he wouldn't change a thing.

He paused at the door to the guest room, Zoe's room now, and peeked in to see her. She surprised him by greeting him softly. "Hi Max."

"Zoe, it's very late. You should be sleeping."

"I know, but it's so hard for me to sleep."

Worried, Max sat down on the edge of her bed and picked up her hand in his. "What's wrong? Are you feeling ill?"

"A little, but I just can't stop thinking about things. I'm so glad to live here, and to go to kindergarten, and to not stay in the hospital, and to ride in a limo, and to have sisters and a brother, and just...everything!"

Max smiled at her reference to his children as her siblings. "I used to read to my brother and sister when they couldn't sleep. How about a little story."

Her eyes lit up and a big grin creased her face. "Oooohhh! Yes, please!"

"Jocelyn's favorite was about Peter Rabbit. Our story begins once upon a time on a bright, sunny morning. Four young rabbits named Flopsy, Mopsy, Cotton-tail and Peter, lived with their mother in a sandy hole..."

Max wove the tale and lost himself in the memory of sneaking into the nursery to tell it to his sister and brother many years ago. By the end, Zoe fought to keep her drooping eyelids open and tried to stifle a yawn. Max tucked her in, pulling her blankets up to her chin and started to stand.

"Max, are you my daddy now?"

The question took him by surprise. He almost answered 'no' immediately, but stopped himself when he looked at her innocent and hopeful face. He sat back down on her bed, taking her hand again.

He thought about how Fran acted more like a mother than a Nanny to his kids and was thankful for it. Although they'd only known each other for a few weeks, whenever he looked into the future, he always saw them together. He remembered Fran telling him Zoe's wish, so he considered his words carefully, not wanting to give her false hope.

"Well, Zoe, I do care for you and I would like you to stay with us for a very long time. In a way, we're like a family, so I don't see any reason not to act like a father to you."

She smiled sleepily, "Good... Max?"

"Hhmmm?"

"Can I call you Daddy, when it's just us?"

He reached down and caressed her cheek with the back of his knuckles, "It will be our little secret." Max bent down to kiss the top of her head and she wrapped her arms tightly around his neck.

"Goodnight, Daddy" she whispered in his ear.

Max felt tears spring to his eyes. "Goodnight, Sweetheart. Go to sleep now"

She obediently closed her eyes with a contented grin and fell asleep as he watched silently from the door.

For the next few months Max grew accustomed to having Fran in his home. He and Fran developed a somewhat tempestuous relationship. One minute, she'd sit on the corner of his desk and flirt with him, to which he'd eagerly respond, and the next minute, they'd be arguing.

He both loved and hated her guileless enthusiasm, and yelled at her when it interfered with his business dealings. However, he knew she meant well and she tried to make things right. In the end, he always forgave her.

In turn, she chided him regularly for working too much and made him feel guilty about neglecting his children. He knew it, so he began spending more time with his family whenever he could. He began to enjoy his talks with Maggie, playing chess with Brighton or reading to the younger girls. Soon, he knew when to tell Fran no and she knew when to back off.

They both cherished their private moments after the children fell asleep. They would often sit together and talk about the children, his frustrations with work, her family or her hopes for the future.

Afterwards, they'd just sit together on the couch, enjoying the warmth and companionship of the other. On occasion, they even exchanged friendly hugs and kisses. However, since that first night at the carnival, she never let it get out of control, and he respected her boundary of friendship.

For Max, his feelings burned like a coal in the pit of his stomach. Sometimes when they dropped their guard, it would bubble to the surface. They would accidentally touch or share a look and the atmosphere would crackle. Then he would drop his eyes and visibly stamp down his emotions and she would give him an understanding look.

Fran knew she was falling in love with him when she overheard one of his late night visits with Zoe. She smiled fondly as she listened to him retell the story of Jemima Puddle-Duck and started to cry when she heard Zoe call him 'Daddy'.

The next day, she called Val to come over after the kids left for school. At Val's first look at the mansion, she couldn't speak. Then, she turned to glare at her best friend.

"Fran, you live in a drop-dead gorgeous place with a handsome millionaire, a butler and kids that adore you. I so hate you right now."

Fran didn't respond to her statement, but just grabbed her hand and pulled her into the kitchen.

"Come on, Val. I need to talk."

After sitting down with a slice of Niles' fresh coffee cake and a cup of tea, Fran confided in her friend.

"Oh, Val! What am I gonna do?"

"About what?"

"I think Zoe's getting way too attached to Mr. Sheffield. She started calling him 'Daddy'."

"So, she calls me 'Aunt Val' and we're not really sisters. Look, Fran, you treat his kids like your own. What are you kvelling about?"

"He's so sweet with her. It's my weak spot, and I think I'm starting to fall for him."

"What is so wrong with that?

Fran sighed, stirring her tea. "You remember before me and Danny got together? He acted so sweet with Ma, until I moved in with him. Then he avoided her and talked bad about her. I don't want the same thing to happen to Zoe."

Val looked confused at Fran. "Danny's seein' Zoe? I thought he never met her."

Fran rolled her eyes. "Not Danny, Val. Mr. Sheffield. I don't want Zoe to get hurt."

Val patted her shoulder. "Fran, give the kid a break! She's had a hard time bein' sick and all. If calling him 'Daddy' makes her happy, then let her. It just means that you can't quit, not that you ever would..."

A week before Halloween, Maxwell went on a business trip to speak to the National Endowment for the Arts in Washington, DC. The day he left, Zoe's health took at turn for the worse and Fran checked her back into the hospital.

They ran a battery of tests and found that the cancer had returned in Zoe's brain and spinal cord. The speed of her relapse took them all by surprise.

Fran met with the doctors to discuss her treatment. When they confirmed to her that the high-dose chemotherapy along with stem cell transplantation was her best option, her heart sank. Fran knew they didn't have a compatible donor available.

When Zoe had first been diagnosed, Fran asked her whole family to get tested for compatibility, but none was found. Hers was the closest, but only as a partial match.

Fran bit at her fingernail. She knew she needed to call Danny, to get him tested for compatibility, but she still felt nervous. Come on, Frannie. It's Zoe's life you're messing with here! So she went to the lobby pay phone and made the call.

"Danny's Parisian Brides for Less." Fran recognized the female voice answering the phone.

"Uh...hi, Heather. This is Fran Fine. Is Danny there?"

"Oh, hiya Fran. Sure, just a sec." Fran heard muffled voices on the other end as she nervously shifted her weight from one foot to the other.

"Frannie, I knew you couldn't stay away from me forever. How's it hangin'."

Fran rolled her eyes. "Fine, Danny. Listen, I got a big favor to ask of you. My daughter, Zoe, is really sick. She has Leukemia."

"Louka who?"

"Leukemia - it's cancer. She needs a transplant. I need you to get tested to see if your cells are compatible."

"Huh? Why do you need to test my cell phone?"

Fran closed her eyes and counted to ten in her head. God, was he always this stupid? How did I fall for this guy?

"Just do me a favor and meet me at St. Vincent's Cancer Center at 2:00 today. Come to the lab and let them take a blood sample." Her impatience leaked through in her voice.

He didn't answer right away. Fran started to worry that he wouldn't come, so she swallowed her pride and asked again.

"Please Danny, this is really important. It will only take a few minutes and it could save her life"

"OK Frannie, I'll see you at 2:00."

Fran thanked him and hung up. She dreaded seeing him again, but she would try anything to save her daughter's life. Two o'clock rolled around and Danny came for the test. He tried to hug Fran, but she kept her distance and just offered him a handshake.

She explained what was happening to Zoe as if explaining it to a child. That finally worked and they walked together towards the Lab.

She felt curious about her own feelings once she saw Danny again. Even when he made a pass at her, she was surprised at her lack of feeling - no love, no hate, no anger or regrets. She simply refused, elated that she was over him and his betrayal.

Fran stayed with Danny until the technician finished drawing blood, waiting for the results. Negative. Not even a partial match. She thanked him, called him a cab and they parted ways.

She shook her head in frustration, checking her watch. Almost 3:00. It was already time for the Sheffield kids to get home from school. She picked up the phone to call Niles.

"Sheffield residence."

"Hi, Niles? I'm sorry, but I'll be late to meet the kids when they get home from school. I had to check Zoe back into the hospital and...she...um...she..."

Fran's voice broke and the tears rushed to her eyes.

"Miss Fine, may we come, or is Miss Zoe too sick for visitors?"

Fran smiled at Niles' thoughtfulness. "Yes, thank you Niles. That would be wonderful."

An hour later, the Sheffield children arrived with flowers and laughter. As the children gathered around Zoe's bed, Niles and Fran discussed the situation.

After realizing that anyone could be a donor, Niles left immediately to get tested for compatibility. When he returned, again with a negative result, he assured her that Mr. Sheffield would want to get checked as well.

"Have you phoned Mr. Sheffield yet?"

"No, he has his big presentation today. I didn't want to bother him. Besides, I know Gracie's blood type, and no one in that family could be a match. I'm afraid, my partial match is the closest we're going to get."

Fran phoned her family and Val, who came right over to be with her and Zoe. Niles offered to watch the children and took them home when Silvia and Morty arrived. Fran sat in the lobby discussing the options with her family when Dr. Clarke arrived and invited them into her office.

"Fran, I need to be honest with you. Given Zoe's violent allergic reaction to the majority of chemotherapy drugs, I cannot recommend their use, and the chance of success using your stem cells is minimal."

She looked seriously at Fran. "If she doesn't tolerate the transplant, Zoe will have even less time, and will probably spend it in a great deal of pain."

Fran's heart sank. She would do anything to save her baby, but didn't want to shorten her life or hurt her. Silvia took Fran's hand and held it tightly.

Turning to the doctor, she asked, "So what are the chances of success?"

Dr. Clarke smiled sadly and responded, "15% - maybe. If you decide to proceed, we will do the best we can to minimize the negative impact on her body."

The doctor's smile faded. "Fran, no matter what you decide, you need to consider end-of-life care."

Fran wanted to protest, to yell and scream at the doctor to not give up, but she just sat there, unable to respond. She heard her mother ask a couple more questions and take some pamphlets from her, but didn't really comprehend what they were saying.

Something inside her convinced her to listen. She knew the doctor spoke the truth and she'd seen enough of the cancer center's pediatric patients to know what to do.

She nodded and couldn't hold back the tears any longer. She began to sob and the doctor reached across her desk to hold her other hand.

"Fran, give us a couple of days to check for any new donors and research other options for her. If no match can be found and you decide not to proceed with the partial match transplant, you can take her home at that time."

Fran split the next two days between the Sheffield family and the hospital, always making sure that her mother or Val could be with Zoe when she left for the mansion.

She tried to keep a cheerful face on for the kids, but inside she felt like going crazy with frustration and anger.

She had just helped the Sheffield family start their homework when the phone rang. She knew it was for her and she knew it was bad news from the hospital. She stood still, waiting with a sense of dread for Niles to bring her the telephone.

She took the handset from Niles with shaking hands. Dr. Rosen called personally with the bad news.

"I'm so sorry, Fran. We couldn't find any other donors and we already know Zoe wouldn't survive the necessary high-dose chemotherapy and radiation due to her allergies."

She dropped her head and sighed, "So, what can we expect now?"

"At five years old, she's too young to understand death as a permanent thing. Just let her know how much everyone loves her and the positive impact she's had on everyone around her. She'll need to say goodbye."

Fran took a shaky breath. "That's it?"

"No. Also, kids this age don't necessarily voice their concerns or fears, but she will have them. Try to be sensitive to that."

"And...how much time do we have left?"

Dr. Rosen sighed, "A few weeks, maybe a month. Do you want her to stay here, or care for her at home?"

Fran struggled to answer. She successfully held back her tears long enough to say she'd talk to Zoe about it and to say goodbye. She dropped her head as the handset slipped from her fingers.

When she turned around, Niles opened his arms to comfort her. She fell into them and she cried until she didn't have any tears left.

An hour later, she met her mother at the hospital. They talked and cried together first, then they both talked with Zoe for a long time about what was happening. Zoe seemed to understand what they explained and was emphatic about spending her remaining time with the Sheffield family.

Fran met with the Dr. Rosen and the hospice nurse about her pain medication and final visits, then took Zoe home.

Max arrived home a day early from his meetings in DC. He shed his coat and set his case down in the entrance hall. It had turned cold out over the last few days. He loved it. Autumn had always been his favorite season with its warm, sunny days and crisp, cool nights.

He smiled as he walked through the living room, thinking that the display of colors now hanging in the trees of Central Park would soon be gone, the last of the leaves falling in preparation for the first snows of winter. Zoe would love it. Perhaps he could suggest to Fran they take an outing to the park before all the leaves dropped.

Tomorrow was Grace's ballet recital and he wanted to surprise her by attending. He smiled and chuckled to himself at her imagined response. He caught the last train back to New York, so he didn't walk through the door until close to midnight. He wasn't tired yet, so he decided to check his messages before retiring.

Dropping his briefcase off in his office, he headed to the kitchen to retrieve a cup of tea. He pushed open the kitchen door and paused mid-step. Miss Fine was standing with her back to him, staring absently toward the stove as she stirred a cup of hot cocoa.

She had pulled her hair back loosely into two ponytails and wore only a big blue t-shirt that hardly covered her backside. Max let his eyes slowly travel down her body to her fuzzy slippers, lingering for a while on her legs. He watched as she reached across the island to drop her spoon into the sink, exposing her sexy, black lace underwear.

Max almost groaned at the hot desire that coursed through his body. He closed his eyes and listened to his pulse pound loudly in his own ears. He concentrated on steadying his breathing while he tried to get his libido under control, then approached her from behind while she sipped her drink.

He stopped just behind her and took a long, slow breath, inhaling her heady scent. God, she smelled wonderful. He wanted her and not just her body, although he'd been having his fair share of dreams and fantasies about that.

No, he couldn't stop thinking about her - her intelligence, her sense of humor, her caring ministrations, and her passion for life. It took every ounce of resolve he had to get any work done, to concentrate enough to make his speech today without falling into a dreamy trance thinking of her.

Now, with her standing mere inches away from him, he wanted to give into his fantasy of wrapping his arms around her waist, nuzzling her neck as he whispered his love.

Of course, in his mind, she'd respond, returning his advances with vigor, kissing him passionately until they could hardly stand up. The shirt would have to go. He'd pull it slowly from her body and... and...

He sighed as his shoulders drooped. And nothing. It would ruin the trusting friendship that had developed between them. He mentally chastised himself for getting so carried away.

Lost in thought, Fran still hadn't noticed he'd entered the room. He watched her lower her cup to the counter, then leaned in, speaking soft and low just behind her.

"Can't you sleep?"

She jumped and turned around, raising her arms protectively. She screamed about the same time her right hand connected with his jaw, sending him stumbling back.

"Mr. Sheffield! Are you OK?" She reached toward him with one hand, while the other covered her own racing heart.

"Ow," he muttered as he cradled his face with his own hand, feeling the sore spot on his chin.

"Oh, I'll get some ice for that." She reached for a towel from the counter and filled it with a few ice cubes from the subzero, as he sat down heavily at the kitchen table. She bent over to press it gently to his face.

He closed his eyes and sighed in relief. "Thanks. Now I know you can defend yourself."

"Mr. Sheffield, never sneak up on a Jewish woman in the middle of the night."

He opened his eyes, looking askance at her. "I'll try to remember that," he stated wryly.

She moved to his side and sat down next to him, crossing her legs. When she noticed him staring at her legs, she tugged her nightshirt down a fraction. She looked apologetically at him.

"Sorry, I wasn't expecting you home until tomorrow afternoon. Is everything all right?"

He jerked his eyes away from another fantasy and cleared his throat. "Yes, just fine. We finished a little early. I didn't want to miss Grace's recital, so I caught the last train tonight."

She squinted her eyes at him, trying to figure him out.

"Mr. Sheffield, her recital isn't until 7:00 PM. You would have made it without rushing home in the middle of the night."

He caught her eye then and tried to convey his feelings with a look. That same tension that accompanied his unbridled feeling sizzled in the room between them. Fran saw the longing in his look and felt her pulse start to race, flushing her cheeks. Max set the ice pack down on the table and reached for her hand, entwining her fingers with his own.

"I know. I just couldn't wait. I...um...well, to be honest, I...missed you."

He looked intensely into her eyes, trying to gauge her reaction to his words. Many emotions seemed to pass across her face in a brief moment. She was surprised, but then she smiled, a look of pure love. He stared at her, wishing he could freeze time and enjoy that look forever. Eventually, her smile weakened as the look in her eye morphed into desire, fanning his cravings into a huge, roaring flame.

He kept eye contact as he leaned in to kiss her, but stopped at the sadness that suddenly appeared on her face. Confused, he sat back. What happened?

Fran dropped her eyes to her hands to hide the tears threatening to overpower her. Abruptly, she stood and moved to retrieve her mug from the counter.

Confused, he got up to follow her. Max stopped just behind her and couldn't resist sliding his arms around her waist and hugging her from behind.

"Miss Fine, what's wrong?"

His comforting gesture allowed a single sob to escape before she reigned in her emotions. She just shook her head, unable to speak.

"Are the children all right?"

She nodded her head. She knew she should tell him about Zoe, but she didn't have the heart to say the words out loud to him, not tonight.

"You know you can talk to me anytime you're ready?"

Fran just nodded. He tightened his arms protectively around her and buried his face in her hair. It felt so good to hold her like this; comforting her as he'd wanted to since that first night in the hospital. They stood together, unmoving, for a long while.

As the minutes passed, Max realized that he needed to move away from her soon or he wouldn't be able to control himself. He started to pull his hands back, but Fran grabbed his arms tightly, unwilling to let him go yet. She rested her head back against his shoulder and closed her eyes, sighing.

At that point, Max lost the battle against his own imagination, his mind starting to race about the softness of her skin, the curve of her waist or the smell of her hair. By tipping her head, his nose now rested just against her neck behind her ear and he could smell her subtle perfume every time he took a breath.

He couldn't resist. Pulling his body away slightly, he slid his hands back to rest on her hips and started placing a series of soft kisses on her neck.

Fran felt her mouth dry as a heat erupted within her at the soft feel of his lips on her skin. When she could speak, she tried to distract him.

"Um...you must be exhausted. Can I...can I get you anything? Cocoa or t..tea?"

His hands tightened on her waist, pulling himself closer to her back, he nuzzled her neck before answering.

"I don't want anything." He left a trail of butterfly kisses around the shell of her ear. He let out a sigh. "Except you."

With that, she felt his mouth, hot and moist against her neck, below her ear. She immediately felt the scorching heat pass through her whole body as he suckled her neck. Both his hands and his mouth began to descend and she closed her eyes against the sensations.

After the emotional day she'd had, she couldn't resist him. She gasped at the feeling of his body pressing into her from behind.

No one she'd ever known had excited her this way, his touch gentle and stimulating. His passion for her made her feel incredibly sexy and beautiful. When his hands reached her bare thighs, a husky moan escaped her lips.

"Oh, Max!"

She turned within his embrace and took his mouth, grabbing his head with both hands. He met her aggressive kiss and pulled her body tightly against his.

Max lost himself when she moaned his name. He felt desperation from her, her kisses increasing in intensity and pace until they both gasped for air. Max started to bite at her chin and jaw as he moved back the sensitive spot on her neck that always drove her crazy.

When she started running her hands down his sides to his backside and moving her body against him, he knew he had to slow things down. Oh, but it felt good!

"Um, Miss Fine? I...ah...oohhh, I need...to...mmmpphh..."

Max drew back enough to look into her eyes. He pulled his hands up to hold her face and reigned in his breathing. He needed to tell her, even if she didn't feel the same.

"Fran, wait. Since we met, you've brought happiness, laughter and love back into my life, into all of our lives. I need you to know how much I care for you."

She closed her eyes as new tears formed there. Even as her life started to fall apart, something as wonderful as this could happen. She reached up to run her fingers along the stubble on his cheek as the thoughts flew furiously through her mind. Tell him! one voice urged. I can't! another sadly wailed.

She looked into his eyes and desperately tried to form the words. Nothing came. Finally, she gave up and attacked his mouth again.

She wanted to feel him touch her everywhere, as the force of their kisses increased. She felt him run his hands down her sides to her thighs, then brush his fingertips in small circles up underneath her shirt to caress her bare back. She couldn't believe the abandon he had with her.

Deep down, Max knew that he shouldn't let this happen tonight. Something had happened while he was gone and he didn't want to take advantage of her in an emotional state.

Just then, the stair light flicked on and they heard footsteps coming down towards the kitchen. Fran drew back as Max pulled his hands down and straightened her nightshirt. He gave her a regretful and bashful grin.

As he started to move away, she reached up to rest her hand against his jaw and placed a sweet kiss on the other cheek. He smiled. Although she couldn't tell him her feelings, he knew she cared for him too.

She lowered her hand just as Niles stepped down into the kitchen.

"Oh, Sir. You're home."

Niles took in the proximity of his boss to the Nanny, as well as his mussed hair and her flushed face, and wanted to kick himself for his poor timing. At the same time, he mentally did a happy dance for the developing romance. They needed each other, now more than ever.

"Good evening, Niles."

Noticing the smug grin on his butler's face, he stammered, "I arrived a little while ago and was just on my way to bed."

I bet you were, Niles thought with glee. And not alone…

As if he could hear his thoughts, Max blushed, cleared his throat and turned to Fran.

"Thanks for the chat, Miss Fine. Perhaps we can finish our discussion in the morning. Good night."

He gave her hand a little squeeze and left through the dining room door. Fran watched him go then turned to look at Niles.

"Oy, what's with the Cheshire cat look?"

Niles couldn't help but smile openly now. "You were having a 'discussion'?"

Fran nonchalantly picked up her cold cocoa and took it to the sink. "What do you mean? We often talk together after the kids have gone to bed."

Niles looked at her skeptically. "He didn't get that lipstick smear kissing the cab driver goodnight. I've been trying to push you two together since the day I met you. Now, I want details!"

She turned toward him and folded her arms in front of her in mock irritation. "Niles, you Yenta! You set us up?"

He rolled his eyes, obviously agitated. "Please, I have no life of my own. I live for the scraps tossed to me from others. Come on, girlie. Dish!"

Fran decided not to torment her friend any longer. She sighed, placing both of her hands across her heart. "Every time that man kisses me, I turn into a wet glob of goo."

She leaned back against the counter, closing her eyes to relive the moment. Niles didn't know whether to be disappointed.

"What do you mean, 'every time'? Tonight wasn't the first time he made a move?"

Fran peeked at him. "Uh, no. We kissed opening night on the Ferris wheel, but we were both scared. I didn't know him well enough to trust him."

"I can't believe you kept this a secret for almost six months. So, anything else?"

"Well, we have shared a few innocent kisses, but nothing big until night."

That's more like it. "Just kissing?" he prodded again.

Fran winked at him. "That's all I'm going to say. More than that and it'll cost you."

Niles got a serious look on his face, and Fran knew what was coming. The smile vanished from her face as she sighed sadly, answering his next question before he could ask it.

"No, I didn't have the heart to tell him tonight. I'll break it to him tomorrow."

He gave her a hug and watched her retreat up the stairs before getting a snack and turning in for the night.

Max awoke feeling particularly happy. He heard Fran knocking on each of his children's doors to ensure they were up before helping Grace and Zoe get ready for school. He hummed to himself as he jumped into the shower.

Fran helped Grace with her hair, returning to carry Zoe down to the breakfast table. Fran couldn't sleep at all last night, and barely had the energy to get out of bed. Just as she set Zoe down and arranged an afghan over her legs, Maggie and Grace arrived for breakfast.

"Good morning everyone" Fran called as Niles entered from the kitchen with the food.

Maggie turned to her sister after the room quieted a little. "Gracie, how are you feeling this morning? Are you ready for dance recital tonight?"

She flashed a brilliant smile and answered enthusiastically, "Great, and yes. Except, I have a funny feeling in my tummy."

Fran's turned to look at Grace, her expression changing to concern, but Grace avoided her question by answering, "It's OK. I'm just nervous, Fran, it doesn't hurt. And yes, I am doing my exercises."

Fran smiled, "Aawww, you know me so well. You are going to be great."

Fran heard Zoe snicker, then giggle, which usually meant Brighton was up to something. Fran turned to gape at him as he took his seat.

"Greetings, humans!"

Brighton had placed a short, silver cape around his shoulders and wore a conehead over his usually perfectly styled hair. They all burst into laughter.

Max paused at the dining room door at the raucous sound that erupted from the other side. He hadn't heard that sound for so long and never with such abandon. He loved it.

He pushed through the door with his own greeting. "Good morning!"

"Daddy!" Grace hopped out of her seat and rushed around the table to throw her arms tightly around his waist. "I didn't know you were back."

He hugged her back and stroked her hair affectionately. "I missed you all so much and I didn't want to be late for your recital."

"You're coming?"

"Of course, Sweetheart."

Grace squealed delightedly again. Fran smiled at the tender scene. "Gracie, honey, eat your breakfast now or you'll be late for school."

Max started to lower himself into his chair and stopped midway, staring at his son. This action prompted another wave of laughter and a proud smile from Brighton.

"Greetings, parental unit."

Fran reached over to close his mouth with her fingers. This action thawed his paralysis and he sat down, smirking at his son.

"Greetings, young one."

"Shredded swine flesh and fried chicken embryos, Master Brighton?" Brighton turned to accept his plate from a grinning Niles, while Maggie made a face.

"Ew, Niles. That makes it sound so gross!"

Maxwell eyed Brighton warily while another fit of giggles traveled around the table. "I hope you're not planning on wearing that to school, young man, or I'll be hearing from the headmaster."

"I won't, dad. I just wanted to try it on before the Halloween Festival at school tomorrow."

Maggie turned a shy eye to her father. "You know, Dad, parents are invited to come to the gym and participate in the games. I'm manning the apple bobbing station. Do you want to come?"

Max had forgotten about the school celebration and had scheduled an investor meeting for the same time. He turned and looked apologetically at his oldest.

"I'm sorry, Margaret. I'd love to come, but I have a meeting, OW! I mean, I HAD a meeting, but I think it's been rescheduled for another time."

He glared at Fran, rubbing his right ankle where she had not so gently kicked him. His look went unnoticed, as Fran continued to chew her food, smiling adoringly at Maggie.

Maggie jumped up from her chair to give him a big hug. "Thanks, Daddy!"

The meal continued pleasantly as they chatted about their Halloween plans. As she finished eating, Fran checked the clock. "OK, kids. It's time to finish up or the limo will leave without you."

Maggie turned to Brighton and gave him a wink and the thumbs-up sign before exiting with Grace through the living room door. Fran eyed him suspiciously as he rose to remove his cape.

"OK, B. What's going on between you and Mag...Ooohhhhh my Goooooddd!"

Max peered around his Variety magazine and stood up quickly, knocking his chair over behind him.

"Brighton Millhouse Sheffield! What have you done?"

Brighton had removed his Conehead to reveal his equally smooth scalp beneath it. He glanced nervously from his Nanny to his father, then to Zoe.

Rubbing his hand over his bald head, he asked "Do you like it? I'm thinking Yul Brenner for Halloween, but haven't decided between "The King and I" or "The 10 Commandments."

He struck a pose and spoke using the appropriate accent. "So let it be written, so let it be done."

Neither adult in the room said anything, Fran's mouth hung open as Maxwell's face deepened from red to an interesting shade of purple. Zoe broke their spell by giggling softly.

"You look like me. We could be cue balls together."

Fran looked from Brighton to Zoe to Max and realized he was about to blow.

"Zoe, honey, we'll be right back."

She herded a still silent and fuming Max and a grinning Brighton from the dining room into Max's office before he could explode.

And explode he did, at Fran.

He rounded on her as she closed the door behind them. "Miss Fine! How the devil could you let him do something as stupid as this?"

Fran's mouth dropped into an 'O' of surprise, but he ignored it. He started pacing as he ranted.

"I'll admit that your child-rearing approach is fresh and interesting at times. I've overlooked the few lapses in judgment as simple differences in our backgrounds. I even went along with things I disagreed with to teach the children important lessons, but this!"

He turned back to her and threw his hand in Brighton's direction. "Unorthodox is one thing, but have you lost your bloody mind?!"

Fran stood, stunned at his tirade. Then her demeanor changed from shocked to angry. She thrust her fists to her hips and leaned toward him, eyes narrowing in challenge.

"Why do you assume that I encouraged him? I'm as surprised as you are."

He leaned in toward her as well. "You're the Nanny! Where *were* you while he was shaving his head?"

Fran snorted derisively. "And YOU are his father. Where were you?"

Just before Max could rip into her again, Brighton spoke up.

"Dad, wait! Fran didn't know anything about it. Maggie helped me while Fran was busy with the girls."

Max didn't even look at him. "Stay out of this, Brighton!"

"But if you'd let me explain..."

Max finally turned his angry gaze at his son. "You are grounded for 3 weeks, or until this..." he flicked his wrist at Brighton's head, "grows back. That means *no* Halloween."

Now he was mad. Brighton realized that his father still didn't want to understand him. He'd put up with it for five years now, since his mom died. But now that he'd experienced Fran's compassion, he wasn't going to just take it anymore. His father was going to at least hear what he had to say.

Brighton jumped in between them, throwing his hands up in the air.

"What's the big deal? Its just hair! I wanted to make Zoe laugh and to feel comfortable at the recital. Isn't she more important?"

Tears sprang to his eyes as Max looked at him. Before he could respond, Brighton continued in a softer voice, choked with emotion.

"Jeez, dad. My hair will look the same by Christmas, but Zoe's not going to live until Thanksgiving."

The room grew immediately silent. Max looked up at Fran's face to see all the color drain from it. She turned slightly and bent down to look Brighton straight in the eye, placing her hands on his shoulders.

"B., who told you that?"

Brighton looked at the floor, unable to meet her gaze. "I overheard you talking to the doctor on the phone last night."

He looked up at her, valiantly trying to hold back his tears. "I just want her to know I love her. I wanted to make her happy."

Fran looked at him silently for a moment, then pulled him into a tight hug, speaking softly.

"It will be OK, B."

She released him and looked at him seriously. "Apologize to your father for yelling at him."

He dropped his head and turned to face his father. "I'm sorry for yelling, Dad. Zoe was so sad yesterday because she's losing her hair again. I just wanted to make her feel better."

Max swallowed visibly. He worked his mouth for a second, before his response finally came out.

"It's all right, Son. I understand."

Fran stood and addressed Brighton.

"Go get your bag, Honey. I'll drop you off at school on my way to the hospital with Zoe." She eyed his shiny plate and smiled mischievously. "And don't forget your hat."

Brighton grinned and glanced nervously at his father before exiting the room. Fran didn't leave yet and couldn't turn around to face him.

"Miss Fine, I'm so sorry for my outburst..." he stammered as he reached to touch her shoulder. She allowed it, simply bowing her head.

"Fran? What's wrong with Zoe? What did the doctor say?"

The concern in his voice almost broke her resolve not to cry. She lifted her head again and straightened her shoulders resolutely, still facing away from him.

"The cancer returned to her brain and spinal cord. She needs high-dose chemo and a stem-cell transplant, but no matching donor could be found."

She turned around and smiled at him as a single tear trailed down her cheek.

"He said we should just cherish her life while we still can."

Max stood, unable to move or say anything as she turned and left, softly closing the door behind her.

"Hello, hello! Maxwell, did you get my message about the theater owner? He wants to up the utility rates in the contract."

She sat down on the sofa while she spoke, pulling out several files they needed to review before their upcoming investor meeting. When she didn't receive a response, she looked up to see him staring out the terrace doors

"Maxwell, didn't you hear me? I said the Ambassador theater owner wants to renegotiate our contract. If you'll start on this investor portfolio without me, I can run downtown to rip that pompous jerk a new one..."

She stood to hand him the file in her hand, waving it practically under his nose until he turned to notice her for the first time. "Huh? Oh, CC, you're here."

CC had looked at him strangely. "Of course I'm here. Haven't you been listening to me?""

He took the file from her, but just set it down unopened on the corner of his desk. "I'm sorry CC. I'm worried about one of the children."

She rolled her eyes. "Well, get that floozy Nanny to take care of it and concentrate on what's really important."

Maxwell stood and practically ran her out of his office, threatening to send her on a permanent vacation if she continued to speak about Fran that way.

CC stormed into the living room after her unpleasant encounter with her partner. "What did *I* do?..." she mumbled. She replayed her conversation with Maxwell over in her mind, but still didn't understand what had set him off.

"And, since when does he call her Fran?" she speculated.

Needing something to soothe her nerves, she wandered into the kitchen in search of a cup of coffee. Pushing the swinging door open, she saw Niles standing at the sink up to his elbows in soapy dishwater and emitted an evil chuckle. My day is already looking up, she thought, then launched her first attack.

"Brushing up on your resume skills, Scrubbing Bubbles, or does this particular activity fit into the 'hobbies' section?"

She chortled at her own wit as she poured herself a steaming mug of coffee. She glanced back at her adversary when he didn't respond.

"What's the matter, Handi-wipe? Are you deaf and dumb now, instead of just dumb?"

Niles' only reaction to her jab and throaty laugh was to scrub vigorously at a pan that didn't look very dirty. CC started to feel agitated. What is going on here today? She looked closely at his face and tried once more for a response.

"Aaww, did somebody lose their favorite feather duster?"

Niles threw his sponge down in the water and simply turned to load the breakfast dishes into the dishwasher. Perplexed at his unaccustomed silence, she sipped her coffee and watched him concentrate on his work.

She would never admit it to anyone, but she welcomed any chance to blatantly stare at him.

She couldn't see them now, but she loved his eyes. Niles could speak volumes with just his eyes, and she loved the way they changed color depending on how he felt. She could always tell his mood by the shade: a clear, light azure meant happy, steely gray if tired or sick or royal when they flashed in anger.

A few times lately, she found herself imagining how they would look, staring into her own eyes filled with desire. She fantasized how dark they would become, wondering if they really looked like deep pools of cobalt when aroused. She felt her cheeks flush at the thought.

Like that will ever happen, she chided herself. He hates my guts. Time to get off that track.

She liked the way his arms and shoulders looked when he rolled up his sleeves to do the household chores. Allowing her eyes to rove over his solid chest to his sandy blond hair, she wagered it had a silky softness to it. She gripped her cup tightly as an overwhelming urge grabbed her to run her fingers through it.

Maybe once, just to see if she was right.

Setting down her mug, she took a step toward him when she heard him sniffle. Niles was crying? Oh, this is too good to be true! She opened her mouth to ridicule him, but something stopped her.

A memory. Only one other time in their almost twenty year history had he cried in front of her. That was just after Sara died.

Entering the kitchen one day a month after the funeral, she'd found him leaning his head against the cellar door, weeping. Uncharacteristically, she had offered comfort and he'd accepted, taking solace from her own pain in return.

CC knew she should take advantage of his obvious vulnerability, but she couldn't do it. The idea of her strong and witty nemesis hurting pulled at her heart.

"Niles, what is it?"

He slammed another cup into the dishwasher. "Are you still here? Isn't your street corner getting lonely?"

She ignored the jab. He offered it too late to sidetrack her. She moved next to him and placed her hand lightly on his arm.

"Niles?"

He pulled off his gloves and throwing them down, released a heavy sigh. With his eyes closed, he contemplated what she would do with the information if he told her about Zoe. He didn't want her to use it against Miss Fine.

At length, he looked up at her. Habit and his pain disregarded her look of genuine concern. In answer, he questioned her abrasively.

"Miss Babcock, have you ever lost someone you love?"

Her eyebrows creased with disbelief at his question. Saddened, she answered quietly. "Niles, you already know the answer to that."

He did. He knew better than anyone else.

Sara had been more than just her best friend; she'd been a sister and beloved confidante for over 15 years. Meeting at boarding school and sharing a room in college, they'd been inseparable until graduation when CC had landed a job with the up-and-coming Broadway producer, Maxwell Sheffield. But even that brief separation didn't last long.

CC invited Sara to the first play she helped Maxwell produce. She proudly introduced her best friend to her handsome boss on opening night. Niles smiled at the memory. They fell in love for each other practically on sight.

From the beginning, CC had an arrogant boldness that propelled her forward in the business world, gaining her a 'dragon-lady' reputation in a very short while. She earned it. Once she decided what she wanted, she held on with a dogged tenacity that frightened normal folks.

CC had been smitten with Maxwell at the time, but neither he nor Sara had known it. Only for Sara would CC have stepped aside.

He recalled how Sara's death crushed CC, cutting her off from the only loving source she'd ever had. She and Maxwell reacted the same, throwing themselves into work and eschewing all comfort. CC had become the 'Bitch of Broadway' and Niles her sworn enemy.

Niles reached for a dishtowel to wipe his hands, turning towards her.

"Yes, I know, CC. I know that your heart still aches for her everyday."

The warm, pitying timbre in his voice pulled her own grief to the forefront and tears stung her eyes. He wrapped his arms around her shoulders and pulled her into a warm embrace. CC closed her eyes and ran her hands up his back, hugging him and relishing the comfort.

"It's about Nanny Fine's daughter, isn't it? She's sick again?"

Niles nodded into her shoulder. "The doctor only gave her a few weeks to live."

CC sighed. "Losing Sara was so hard. I hate to think what losing a child will do to them. I hope Maxwell doesn't shut Fran out the way he pushed us away."

Niles pulled away and stared at her, obviously floored. CC grinned at his expression.

"Come on, Niles. I'm not that oblivious. I know they're in love."

"You're not angry? I thought you loved him?"

CC stepped back to retrieve her briefcase from the counter and started for the door. "Of course I love him. He was the husband of my best friend and my business partner for 17 years. But I'm not *in* love with him."

She paused at the door. "Really, Niles. I thought you more perceptive than that. I only flirt with him to annoy *you*."

Max leaned back in his desk chair and stared out his terrace door at the falling leaves while he absently gnawed on the end of his fountain pen. He'd given up on pretending to work after canceling his appointments and sending CC to the theater. His mind kept racing from Zoe, to Fran, to Brighton's words, to Sara, back to Fran in the kitchen last night, and then back to Zoe.

Niles entered the office with Maxwell's tea, placing the tray on the edge of the desk.

"Your tea, Sir."

Max continued to stare into nothing, methodically drumming his fingers on the desk and chewing on his pen. Niles reached out and plucked it from his fingers.

"If you're hungry, Sir, I'll bring your lunch straightway."

Startled out of his reverie, Max turned to face his butler. "Oh, Niles. I didn't see you come in."

"So I noticed, Sir."

He handed him his tea. "Something on your mind?"

Max looked at his best friend. He needed to talk about this or he'd go crazy. "I need your advice, old man."

He reached into his desk drawer to retrieve a small black box and tossed it to Niles. Surprised, he caught it against his chest and turned it over. Opening it and seeing an engagement ring inside, Niles exclaimed, "Oh, Sir! I'm so happy!"

Max looked up sardonically at his butler, who now had tears in his eyes. He couldn't help but tease a little. "You *do* realize that I bought that for Miss Fine?"

Niles glared at him, but feeling so jubilant, he couldn't hold the look.

"Did you ask her last night?"

Maxwell shook his head and picked up his pen again. "I'm not sure I can, especially now."

"Why not?"

He indicated that Niles should help himself to a cup of tea and have a seat. When he was seated, Max asked tentatively, "Niles, how does one prepare to lose a child?"

Niles sipped his tea slowly then set down his cup. He put on his 'Maxwell-gloves' before addressing his question with one of his own.

"Miss Fine told you?"

"Brighton, actually." He threw him an accusing look. "Where he learned to listen in on phone conversations, I'll never know."

Niles cleared his throat. "You see her as your own child?"

Max nodded. "I do. I love her just as much as Margaret or Grace. I love her exuberance and joyful spirit. I can't imagine our family now without either one of them."

"I think you already know what to do, Sir. If you'd known that Sara was going to die, what would you have done?"

Max sat thoughtful for a moment. "I'd tell her I loved her and spend every waking moment trying to prove it. I would try to make her happy, doing whatever she wanted."

"So, what does she want to do? What would make Miss Zoe happy?"

Max knew. After their late night stories, she'd always kiss his cheek and call him 'Daddy'. He already wanted to marry Fran, but he still felt the guilt rise up at the thought.

"How can I, Niles? How can I break that promise to her?"

Niles saw the agonized look on his face and understood that the promise he spoke of was his wedding vow to Sara. Wanting Max to connect the dots out loud, he forced him to explain.

"I'm sorry, Sir, but you just played several innings inside your head. May I have the instant replay?"

Max smiled faintly. "Zoe already calls me 'Daddy'. Marrying Fran would make that official and permanent."

Niles didn't say anything as he watched Maxwell's eyes glaze over. Sure his mind raced with thoughts of a certain sexy brunette, Niles just waited for him to come back to earth. After a moment, Max shook his head and continued.

"I realized a while ago that I'd fallen in love with Fran. I've tried to keep our friendship platonic, but it's driving me crazy. When she's around, I can't concentrate. When she's not around, I can't stop thinking about her.

His eyes refocused on Niles. "I want to be with her, Niles, but I can't shake the feeling that I'm being unfaithful to Sara."

Niles walked over and set his cup on the tray. He reached down to rest his hand on Max's shoulder.

"Maxwell..."

Max's head snapped up. He could count on one hand how many times Niles had set aside his butler role completely to be the brother, or friend that he needed. This was one of them.

"Why are you tormenting yourself with this? Even God only requires that promise 'until death do you part'. Sara would want you to be happy. "

He nodded as he watched Maxwell consider his words. Max knew he was right and decided on a plan of action as Niles gathered the tea to leave.

"Niles, we're both still afraid of the potential pain. What if it doesn't work out between us?"

Niles paused at the door, studying the man before him.

"Sir, don't let the fear of loss cheat you out of a life full of joy."

Max looked up at his friend, raising his eyebrows in wry amusement. "Pearls of wisdom from daytime TV, Niles?"

Niles grinned. "Nope. Fortune cookie."

Max stood staring at the plain, tan door. Not having been to Flushing before, he had obtained the address from Niles and entrusted his driver to bring him to the right building. This must be it, he thought. Well, it's now or never... Fidgeting nervously, he took a deep breath, knocked, and then clasped his hands behind his back.

"Coming," he heard the distinctive voice from inside. "Mr. Sheffield? Whatcha doin' here?"

"Um, hello, Mrs. Fine. I wondered if I could speak to you and your husband. May I come in?"

Silvia stepped aside and bowed a little. "Entree-ey-vous. If you'll excuse me a moment, I'll go get my husband."

"Morty! Turn off the TV and get your touchas in here. Frannie's boss wants to talk to us."

Max winced at the high-decibel screech beside his ear, taking a moment to look around. He scanned the collection of vases and statues adorning the mantle and inspected at the old family photographs on the wall.

Turning around, he wondered briefly why they kept the furnishings covered in plastic. It looked so different from anything he was used to, yet had a simplicity and warmth that he found appealing.

Silvia invited him to sit down and offered him some of the chicken she had prepared, while Morty found his hair and joined them in the living room. Once seated on the slick couch, an uncomfortable silence descended. Max became nervous. He'd never done this before.

Silvia tried to put him at ease. "Mr. Sheffield, I never had a chance to thank you for helping out Frannie and Zoe."

"Please, call me Maxwell. Actually, Fran and Zoe are the reason I came." He reached into his pocket to retrieve the ring box.

"I wanted to know if you have any objections to your daughter marrying someone who's not Jewish."

Silvia's hands flew to her cheeks. "Oh my God, my daughter's gettin' married!"

She continued to chatter away about the wedding plans, while Max looked over at Morty. Fran's father hadn't responded yet, other than to look intently at Max. Finally realizing that no one else had said a word, Silvia stopped speaking to look at her husband.

Morty took her hand and turned to Max. "You know about Zoe?"

Maxwell nodded slightly. "I love Zoe." Tears appeared in his eyes before he could control them. "She already calls me 'Daddy' when we're alone together, I want to make it real while I have the chance."

Silvia smiled at him, her own tears sliding down her cheeks, but Morty still stared at Max as if trying to read his soul.

"You want to do this, even knowing what Frannie's gonna go through?"

Max nodded again. "I know what it's like to lose someone. I can help Fran. I want to be the comfort that she will need."

Morty leaned in a bit to convey his earnestness, his voice quiet and deadly serious. "She's been hurt before..."

"I know. She told me about Danny. I don't take this lightly. I plan to love, honor and cherish only her for the rest of my days."

Morty didn't say anything but let his eyes drift down to Max's wedding ring, then back to his eyes. Max understood. He pulled off the gold band and held it in his open palm. Staring at it, he tried to explain.

"I will always love my first wife and the mother of my children. Loving Fran won't diminish that. In fact, she encourages all of us to express it. She's helped us learn to talk about her and share our happy memories."

"Your daughter has done so much for me, helping us to become a family again. She's teaching us all to be confidant, to have fun and to love each other."

He looked up at the couple sitting attentively on the sofa. "I won't deny that I resisted falling in love with her because of the guilt, but I've accepted that my wife would have wanted me to be happy and for her children to have a mother's love."

He closed his fist around the wedding band. "I'm still afraid of opening my heart. I never want to feel the pain of losing another love again. But I can't help it. I think I started falling for her that first night in the hospital. I love the way she lives life to the fullest, and I want to do the same."

He looked down one more time at the ring, then silently slid it into his pocket. For the first time, Morty smiled and slightly nodded his head. Max breathed a sigh of relief. Now he just needed to convince Fran.

"So, when are you gonna ask her?"

"Well, I wondered if you could stop by for a surprise visit tonight around 9:00? We should be back from Grace's recital by then. I want to take Fran somewhere alone to give her the chance to say no."

Silvia squeezed both of her hands into fists. "I'll kill her...", but Morty placed a hand on her arm to calm her down.

"How soon do you plan on doin' this? Frannie's been engaged before and things didn't turn out so good."

"If she says yes, then by the end of the week."

"You can find a place that quickly?" Silvia asked, astonished.

Max shook his head. "Given the circumstances, I think we should just marry at my home. I'll talk to my priest today. Can you prepare everything necessary regarding the Rabbi and...uh...anything else necessary for a Jewish wedding?"

Max felt a little embarrassed not knowing what to ask for, but judging from the relieved look on their faces as they nodded, he'd done the right thing.

"Is there anyone besides yourselves, Nadine's family or Miss Toriello to invite?"

Silvia started counting relatives, ticking them off her fingers as she went. "She's quite close to her uncle Stanley. Of course, there's Morty's sister, Frieda. And then there's..."

Morty interrupted her with a warning, "Sil..."

She sighed, resigned. "We'll bring our mothers. If we extend it beyond that, we won't be able to stop. Frannie's always wanted a large wedding, but maybe the big party can wait."

Max smiled his appreciation at their understanding. He looked at his watch and realized he needed to get going in order to pull this off.

He stood, offering his hand. "Thank you Mr. and Mrs. Fine, and please, not a word to Fran."

They stood and stared at his hand for a full five seconds before bypassing it to enfold him in a loving embrace. Surprised, he tentatively reached up to pat them on the back.

Silvia looked at him sweetly, a slightly mischievous glint in her eye. "What's with the Mr. and Mrs.? We're mishpucha - call us Mom and Dad!"

Morty chuckled at Maxwell's flustered expression, amending her statement. "We'd be honored *if* you feel comfortable. Otherwise, Morty and Silvia would be fine."

Max felt an incredible gratitude and sense of belonging with these people. They welcomed him into their loving family after one conversation, in contrast with his own distant and critical parents.

He wanted this, craved it actually, for himself and his whole family. This experience only strengthened his resolve that he was doing the right thing.

Maxwell rushed around town trying to prepare for his proposal and hasty wedding, stopping by city hall to obtain a marriage license, as well as Saks Fifth Avenue to pick up a new dress for Fran. He returned home just as Fran and Zoe returned from the hospital.

Seeing how tired she looked, he offered to stay with Zoe while Fran took a soak in his Jacuzzi. She eyed him incredulously, but decided not to resist the pull of a relaxing bath. As Max carried Zoe upstairs, she looked up at him with complete adoration and melted his heart all over again.

A few minutes after Zoe fell asleep, he shocked his own children by greeting them home from school.

Maggie put her jacket into the hall closet and turned a confused look to her father. "Hey, Dad. What are you doing here? Are Fran and Zoe still at the hospital?"

"It's nice to see you too," he teased. "No, they're both upstairs resting."

Maggie, Brighton and Grace snuck puzzled glances at each other as he herded them into the kitchen, puttered around to get snacks for them, then sat down to assist Grace with her homework.

Brighton finally voiced his misgivings. "You know, you look a lot like Maxwell Sheffield, but you don't act like him. What did you do with Mr. Recluse?"

Maggie nudged Brighton with her knee, but turned to address her father. "Don't listen to him, Daddy. I like you this way."

Before he could respond, Grace threw her arms around his neck and placed a sloppy kiss on his cheek. "Me too!"

He smiled at Grace, then turned back to answer Brighton's question. "Well, let's just say that Mr. Recluse and I are in a trial separation."

As Niles entered the kitchen to start dinner preparations, Maxwell pulled him into the dining room to discuss his talk with the Fines and to inform Niles of his plans. Remembering how much the Fines liked to eat, he also enlisted his help in arranging a caterer.

They'd just returned to the kitchen when Fran came down the back stairs. She found the family sitting around the kitchen table joking and snacking. She felt a rush of affection for all of them.

"Well, you've mastered the fine art of kibitzing. My work here is done," she exclaimed melodramatically, raising her eyes and hands into the air.

The kids laughed and greeted her brightly. She obtained a teacup and started asking the kids about their day. She sat down next to Maggie and listened to their stories.

She glanced at Mr. Sheffield a few times. He seemed to be staring at her. She looked away, feeling slightly uncomfortable with his intent gaze. Thinking he still felt upset about their argument that morning, she tried to smooth things over a little.

"Hey, B. Did you tell your dad about your discussion with the Headmaster?"

"Uh, no, not yet. Dad, Fran and I saw Mr. Price before class began. I thought explaining it first *before* I got detention for disturbing class would be better than after."

"A wise decision, Son." Max eyed his shiny head. He understood his motivation now, but he was still a bit peeved about it.

Fran leaned over to comment. "Come on, B. Tell him the good part."

Brighton blushed a little, continuing, "Since I still needed a science project, I explained about Zoe, and offered to give my biology class a presentation on cancer, it's affect on the body and known treatments. He was amenable to the idea."

"Don't be so modest. He was crazy about it. He actually encouraged B. to enlist a group of classmates and lead the project so they could cover a variety of cancers. You know, I think it's the first time I've ever seen him smile"

Brighton smirked. "Yeah, I didn't think he had it in him."

After an early dinner, Fran and Maggie helped get Grace ready for the dance, while Brighton and Max played chess. As they came down the stairs, Fran noticed that Max had pulled Zoe from her wheelchair onto his lap to teach her how the pieces move.

Fran watched from the stairs, unable to move. She felt lucky that Zoe had this time with the Sheffield family, but how many things would her baby not get to experience?

Gracie took her by the hand and squeezed lightly.

"Are you OK, Fran?"

Fran looked down and smiled. "Yeah. How 'bout you. Are you ready to show us your stuff?"

Grace smiled. "Yeah!"

The family piled into the limo and headed to the recital hall. Brighton sat next to Zoe, showing her his latest magic trick, and kept her laughing until they arrived at the hall. Fran started around to the trunk to get Zoe's chair before Max caught her attention with a light touch on her arm.

"Miss Fine, wait. If it's all right with you, I'd like to just carry Zoe. She can sit on my lap so we can sit anywhere she'd like."

Fran gave him a cautious look and nodded. She watched his gingerly pick up her daughter and carry her into the building, Fran following closely behind. Maggie stood transfixed by the scene, until she noticed Niles standing at her shoulder.

"I'm scared, Niles. What are we going to do when she's gone?"

He looked at her sympathetically. "We'll miss her terribly and cry a lot."

She looked at him earnestly. "Do you think Dad will shut us out again, like with Mom?"

He shook his head slightly. "I don't think so, Miss Margaret. He's different now that he's met Miss Fine."

She nodded her head. "I hope she stops fighting it and accepts dad's proposal. They need to be together."

Niles gave her an appraising look. She turned to look at him and winked. "What? Brighton's not the only one who's learned to listen in on conversations."

CC didn't know what force convinced her to come to the hospital. She'd thought about it all day after Niles had told her about Z...Zo...the sick one's predicament. So, after handling the issue with the theater owner, several issues with the stage manager and the audition schedule, she'd driven directly to the hospital for a blood test.

She had a sneaking suspicion that Zoe's rare blood type matched her own. She stood as a doctor approached her.

"Miss Babcock, is it? I'm Dr. Michael Rosen and you are right. Your HLA type matches exactly the profile we need. If you'll take this prescription to the pharmacy, they will get you the medication you'll need to donate."

"Medication? You mean you can't do it now?" her voice edgy and annoyed at the delay.

The doctor shook his head. "The medication will boost your stem cell production. We'll need you to come back in 4 or 5 days to make the actual donation, giving your body time to create the excess cells Zoe will need. The procedure also takes 4-6 hours to filter the stem cells out of your system, so how does Monday morning sound?"

CC had scheduled auditions, and with Maxwell in a funk over Nanny Fine's daughter, she knew she couldn't blow it off. She shook her head. "I need to work. If we're going to do it, it'll have to be Sunday."

Dr. Rosen nodded his acquiescence. If for any other patient, he wouldn't ask his staff to do this on the weekend, but for Zoe Fine... Besides, he needed more than just a blood donation from her.

"Miss Babcock, you match more than one child's profile. We have a little boy from West Virginia that needs a Bone Marrow Transplantation. Would you allow us to harvest some bone marrow as well?"

Harvest? She shuddered at a mental image of a large tractor churning huge fields of plants to obtain bone-shaped vegetables. "What would I have to do for that?"

"It involves a general or regional anesthesia and a needle insertion either in the sternum or pelvic bone."

At the horrified look on her face, he rushed to reassure her. "There's not much, if any, risk associated and the procedure will only take an hour. The biggest inconvenience will be waiting for the anesthesia to wear off, but that shouldn't take longer than the stem cell aphaeresis"

CC thoughtfully ticked her fingernail against the chair. She hadn't considered this possibility. It definitely wasn't something she'd ordinarily do. CC Babcock didn't give a rat's patootie about kids normally, even sick ones. Now he wanted her to donate her bone marrow for some nobody from podunk nowhere?

Still...she was coming in anyway. What the hell, she shrugged internally, it won't cost me anything.

"All right, doctor, but on one condition - I want to remain anonymous."

"Are you sure? The families usually like to express their gratitude." At the look on her face, he dropped it, not wanting to scare her away. "Ok, then. Anonymous it is. Shall we say 9:00 AM?"

CC nodded. "OK, see you at 9 o'clock."

The recital went beautifully. Grace never performed a solo, but had a confident stage presence, even when she missed one cue. Afterwards, they all went out for ice cream. Fran and Max both watched Zoe carefully, not wanting to her to overdo and send her back to the hospital. Before long, their eyes met in agreement and they headed home.

As Fran started to lead the children upstairs, the doorbell rang. Fran looked expectantly at Maxwell, but he didn't stop walking up the stairs with Zoe in his arms. She shrugged her shoulders, figuring he'd forgotten that Niles wasn't in the house yet.

"I'll get it. Ma! What are you doin' here?"

"Wha? I need an excuse to visit my granddaughter?"

"No, but you usually come when Niles is baking."

"Well, I wanted to read Zoe a story tonight. What's so wrong about that?"

"Maaa! You were going to see her tomorrow for the kid's festival. That's 9:00 in the *morning*!"

Silvia's face drooped and her lip started quivering. Fran threw her hands up in frustration.

"Oy, enough with the guilt face. All right, Ma. Go, read, smother." She took her coat and hung it in the closet just as Mr. Sheffield came back down the stairs.

"Oh, hello Silvia. Pleasure to see you again."

"Thank you. I'll just see myself upstairs. I came to help my grandbaby get to bed. Why don't you two just relax?"

Max nodded and winked at Silvia, then turned towards Fran. "Splendid idea. Miss Fine, since your mother is here, how about sneaking away for a bit? Care to join me for a little dancing?"

Fran wondered about the wink. She heard a noise behind her and noticed Niles had returned and now stood guilelessly by the front door holding both of their coats. She crossed her arms and threw Max a guarded look.

"Why do I get the feeling I've been set up here?"

Max shrugged his shoulders, raising his eyebrows innocently while shaking his head. She was intrigued and excited at the thought that he'd schemed to take her out. Of course, she also wanted to dance with him again.

"Sure. Just give me a chance to change..."

He grinned like a little boy and grabbed her hand, pulling her toward the limo. "There's no need, Miss Fine. Just come with me. I've taken care of everything."

Once they settled into the limo, Max divulged their destination. "How about the Rainbow Room?"

"Oh, Mr. Sheffield, I love that place, but I can't go there dressed like this." She looked down, indicating her brightly striped sweater and favorite miniskirt.

Max reached down under the seat and extracted a long, slender box. Handing it to her, he repeated, "I'd be grateful if you wore this tonight."

Fran's hands shook a little as she accepted the box from him. She opened it to find a beautiful satin cocktail dress, shimmering in the most luscious shade of burgundy. She sat speechless as she lifted it, revealing the sexy v-neck and fishtail bottom. Noticing where he'd purchased it, she turned to protest, and found Max holding a pair of strappy, silver heels and matching clutch.

"Mr. Sheffield, I can't accept something this extravagant."

Max had expected this reaction from her and knew it was time to start wooing. He set down the shoes and purse and took her hand in his.

"Miss Fine, since the day I met you, you have given me and my children the invaluable gifts of love and comfort. When Sara died, I was lost. I flailed around without direction for four years and forced my children to grow up alone."

She sat enthralled by the emotion evident in his voice. His eyes shone in the dim light of the limousine as he continued to speak.

"You've been more than a Nanny to them and helped me to find my way back into their lives. I can never repay you for that. Please, accept this as a small token of my gratitude."

Touched by his kind words, she wavered. Fingering the exquisite gown, she hesitated, "I don't know..."

"Please, Fran?" Oh, that voice! It sent shivers down her spine.

"Well, if you insist. Turn around so I can change."

Max smiled at her with such joy that it melted her heart. He turned to look out the window and tried to think of something other than Miss Fine stripping down beside him. Oh, why did I think of her naked? He closed his eyes, which only heightened the sounds of her undressing.

After a couple of torturous minutes, she told him it was safe to turn around. His jaw dropped at the vision beside him. The glistening material clung to her body and highlighted every delicious curve. She pulled out her compact to inspect her hair and make up, not even noticing his ravenous look.

"Oy, I guess it will have to do. Here, you need to zip me up." She turned to him and noticed for the first time the befuddled look on his face.

"Do I look OK?"

He swallowed and stammered out, "Breathtaking!" before reaching over to pull the zipper up with shaking hands, just as the limo pulled to a stop.

They sat enjoying a drink of champagne and a wonderful conversation when they heard the band start playing. As he offered his arm, they both remembered their last dance and burst out laughing.

"Well, I don't know if Sinatra can compete with Brighton and Margaret, but why don't we give it a try?"

"I'd love to, Mr. Sheffield."

Fran adored dancing, especially with Maxwell. He moved her around the dance floor so skillfully, that she hardly noticed her feet touching the ground. They danced several numbers in succession, until the tempo slowed. He gradually reached in to pull her a little closer to his body, dipping his head down to press his cheek next to hers.

Impulsively, she reached both arms up to drape them loosely around his neck and placed a whisper of a kiss on his cheek. She felt his body tense for a moment, then his breath as he exhaled slowly against her neck.

They continued to gravitate toward one another until they merely swayed back and forth to the music. She could feel his heart beating rapidly against her chest as he pulled his face back to look in her eyes. He didn't say anything, just stared for a long moment. Fran's breath caught at the intense look just before he lowered his head to capture her mouth.

The kiss was long and sweet, full of every tender emotion that he felt for the woman in his arms. He pulled away slowly, savoring her flavor on his lips. When he opened his eyes again, they brimmed with tears.

Fran's brow crinkled in concern. "Mr. Sheffield, what's wrong?"

He gave a watery smile and shook his head. "Nothing. I just never thought I'd ever feel this way again."

"Feel what way?" Fran uttered the words weakly, both afraid and hopeful of the answer.

"Alive...free...happy..." The smile disappeared from his mouth, "and so completely and madly in love."

He smiled again at the stunned look on her face.

"You befriended me, encouraging me to become a good father again. You support me in everything that I do and give me a swift kick in the touchas when I need it."

She smiled, her own eyes a little moist from his tender words.

"Most of all, you brought me back to life, allowing me a second chance at joy and happiness. I love you, Fran!"

She could hardly breathe as she listened to him declare his love. This beautiful, caring, sexy as hell, wealthy man loves me. She never dared to hope someone like him could love a poor, single mother from Queens.

She wanted to believe him, but a nagging doubt remained. They had stopped dancing and simply stood still in the middle of the dance floor, gazing at each other. She looked into his eyes, searching for the answer.

Could she trust him? Could she risk her own heart again?

The realization hit Fran all at once, taking her breath away. It didn't matter. Whether she wanted to open her heart or not, she'd already lost it to him. Not acting on her feelings wouldn't stop any pain if things didn't work out, it would just deprive them of something deeper and more rewarding.

She loved him. She had since Zoe's birthday when she'd discovered his kindness. The tears that threatened to fall finally slipped out and trailed slowly down her cheek. He reached up to wipe them away.

"I love you, too" she murmured.

He stepped back from her, reaching into his pocket. He shocked her by dropping to one knee.

"Fran, I look into the future and I can't imagine my life without you. Will you marry me?"

Her breath caught as he presented the ring to her. It was magnificent, sparkling in the dim light of the dance hall. His eyes sparkled as well, hinting at his nervousness when she didn't respond immediately.

She sat down on his knee and placed her hands on his cheeks. Giving him a tender kiss on the lips, she whispered, "Yes, Maxwell. I would love to be your wife."

His smile lit up the room. Standing, he took the ring and placed it on her finger, then embraced her. The dance floor erupted into applause as he passionately kissed his fiancé.

Fran slapped her hand haphazardly in the direction of her incessantly beeping alarm clock. She hadn't gotten much sleep since Zoe went back to the hospital and it was starting to take its toll on her. She groaned. Just five more minutes; then she'd get up.

Suddenly, her eyes flew open and she sat up in her bed. Slowly, she lifted her left hand and stared. There sparkling in the dim morning light sat the most beautiful diamond solitaire she'd ever seen. It wasn't a dream. Maxwell had really proposed last night.

She heard a faint knock on her bedroom door.

"Come in."

The door opened to reveal the object of her thoughts. Still wearing his pajamas and robe, he came into her room and sat down on the edge of her bed. He stared into her bright eyes for a moment then leaned in to give her a lingering kiss.

"Good morning, my darling." His lips continued to caress hers as he spoke. "I couldn't wait to see you."

She reached up to run her fingers through his sleep-tousled hair. "Max," she sighed, wantonly.

With one word, she took his breath away, driving him mad with desire. Without further thought, he wrapped his arms around her and attacked her mouth. She welcomed it, pulling him down with her until he lay across her chest, nestled among her pillows.

Both of their eyes popped open at a knock on her door. She smiled regretfully as he dropped his head on her shoulder and closed his eyes tightly. "I don't think I can wait until Sunday, Fran. Let's elope today."

"Hey, I'm not the one who put on the brakes last night."

He lifted his head to look her in the eye. "I know. I want everything legal first. I'm not just marrying you for that incredibly sexy and delicious body of yours..."

She pushed him up and smiled seductively, trailing her fingernails down the center of his chest. A more insistent knock interrupted her response.

"Duty calls..."

"Fran, are you awake? I need your help with my costume." Grace's voice pierced the wooden barrier as the doorknob jiggled.

"I'm up, Gracie. I'll be right there." She looked at Max and whispered, "You locked the door?"

He smiled with a predatory grin, pulling her up from the bed into his embrace. "Guilty, as charged. I had the most fantastically erotic dream about my gorgeous fiancé and wanted a little privacy."

She started to kiss him again, but he pulled away fearing that an additional delay would bring Grace back. Stepping to the door, he opened it and peered out to make sure the hall had cleared. Before he could make his escape, she tugged on the belt of his robe, pulling him back for another kiss.

"When do you want to tell them?"

"Unless someone notices this," she lifted her left hand and wiggled her fingers. "After breakfast. Otherwise, they won't get to school on time."

"I love you."

"I love you more."

The morning was pure pandemonium. Fran rushed to find Grace's tiara and wand, and then ran to put on Brighton's 'pharaoh' makeup. When Maggie squeezed into the bathroom asking for make-up tips for her mummy costume, Fran inspected the yards of dirty gauze they'd attached previously. She thanked her again for putting it together in advance.

After getting the kids ready for school in their Halloween costumes, they spent a good 10 minutes calming them down after they announced their wedding plans. The family enjoyed an energetic breakfast and piled into the limo, speeding off just before CC arrived to work.

She entered the mansion with her usual assuredness. "Hello, hello. Oh, it's just you."

Niles stopped sweeping the entry and gave her a look of confusion and worry. "What are you still doing here? Did you miss your flight?"

CC looked back at him, surprised. "Flight? What flight?"

Niles smiled devilishly as he held out his broom, replying, "It's that special time of year. Shouldn't you be off to meet your sisters for the annual coven in Salem?"

She scowled at him, realizing she'd just walked right into that one.

"Can it, Dust Mop, I'm not in the mood. Where is Maxwell this morning? We have an investor meeting in less than an hour."

Niles pulled his broom back and continued sweeping. "Gone."

"Gone, what do you mean, gone?"

"Gone to spend the day with his children and fiancé." Niles peered at her with a naughty grin, waiting for her reaction. She didn't disappoint. Her eyes widened as his words sunk in, then her hand flew to her mouth before she dropped her purse and raced to the bathroom.

He'd actually expected her to faint, but losing her breakfast was almost as good. He chuckled at her reaction to the announcement as he put his broom away, before heading to the kitchen to get her a drink of water.

He returned to find her on the sofa, leaning back with her eyes closed. She looked tired. He knew she never took care of herself and wondered if she was coming down with the flu. He had no doubt that she would take on the extra work with Maxwell and Fran getting married.

She peeked up at him through her mostly closed eyelids. Taking the glass from him, she took a sip and questioned, "So, when are they doing the deed?"

Niles noticed her eyes flashing with something. Was that jealousy? Regret? He squinted his eyes at her, but she had resumed her usual indifferent demeanor.

"I thought you said you weren't in love with him."

Her eyes snapped toward him. She hadn't gotten much sleep last night and her achy body felt terrible.

"Niles, I hear they're looking for volunteers for the Queensboro Bridge diving team. Why don't you just run along and take a flying leap..."

He didn't respond, just sat down on the coffee table to face her. She didn't really feel like chatting. She considered telling him to move his lazy ass and get back to work. Instead, she sighed wearily.

"I'm not, but for a while, I think I did love the idea of being in love with him. I always felt jealous toward Sara for what she'd found."

She paused closing her eyes against some unwanted emotion. When she spoke again, her voice sounded quizzical.

"Niles, why did he find love again when he wasn't even looking?"

Niles stared at her intensely for a moment, and then looked down. He shook his head slightly, making her wonder what thoughts were churning around in there. Finally, he seemed to end some internal argument and looked back into her eyes, his voice soft, but earnest.

"When he met Miss Fine, he didn't close off the option because of any preconceived notions. Her background, her position, status or voice: none of it mattered. Fran, the woman, was exactly what he needed."

He dropped his gaze and sighed, "I guess when he was ready to received it, the love found him."

Something in his voice and the words he uttered caught CC. She heard what he said and really looked at him for the first time without the labels. Not Niles the butler, or Niles the aging bachelor, but Niles the man.

What she saw startled her.

She saw an intelligent, witty, talented, and completely infuriating man, the only one that could take a Babcock tongue-lashing and give just as much back. She joked about his lack of class, but she knew that Niles had had the same education and almost the same opportunities as Maxwell.

He sat on the coffee table, hands clasped before him with his elbows resting on his knees. He had very strong looking hands. She raised her eyes to his broad shoulders, flickering past his hair to his face. She noticed the wrinkles at the corner of his eyes and realized how much she liked to see them deepen when he smiled.

The look in his eyes shocked her to stillness. She had never experienced the way he looked at her now. The acute way he watched her made her feel bare, like he could see past all her defenses. She wanted to look away, to get up and run away, but couldn't force her body to move.

She noticed the color of his eyes were a deep shade she'd never noticed before and sucked in a quick breath when she realized that they were exactly the shade she'd imagined just yesterday. Could he really have feelings for me? She replayed his words in her mind, changing it to fit herself.

The realization hit her hard.

When I'm ready to receive it, his love will find me...

She wasn't prepared for the onslaught of feelings rioting through her at the thought. She felt excited, nervous, alarmed, happy, and frightened. She never had been good with emotions and didn't know how to deal with them. All she knew is that she wanted to get away from him and think.

She tried to stand, but a sudden wave of nausea took her and she closed her eyes and pressed her hands to her middle, concentrating on calming her queasy stomach.

She flinched slightly as Niles placed his hand against her forehead. "You don't have a fever. How long have you felt sick?"

Uh, oh. She didn't want to discuss this, or he'd figure out the cause of her sudden illness.

"Since I arrived this morning. Seeing you is enough to make anyone wretch."

She opened her eyes to see him smother a grin, his eyes twinkling in amusement. "Well, I aim to please. Next time, I'll just poison your coffee and finish you off."

Ahhhh, this she could handle. She loved this banter. It was a familiar and gratifying camaraderie. She could always count on him.

Later, she would wonder what made her do it, the medication or the tender feelings he'd just circumspectly shared with her. She smiled at his comment and gave in to the temptation to touch him. Tentatively, she reached out to brush her fingers through his hair.

She loved the feeling, silky and softer than she had imagined. She watched Niles close his eyes at her caress, then open again with the same intense look. Scared again, she jerked her hand back and swallowed nervously. Searching frantically for an escape, she glanced down at her watch.

"Damn, I'm late. Well, since it's too late to cancel, I'll just have to handle them myself."

Niles opened his mouth to reply, when a sofa pillow hit him square in the face. CC jumped up and made her escape, pausing briefly at the door to retrieve her purse.

"By the way, Niles, I owe you for this morning. You better watch your back."

Fran plopped down on the sofa and released a huge sigh of relief. She didn't remember ever feeling this tired in her whole life. She had been running on adrenaline for over a week now, and she wanted to sleep for a month. Tomorrow, she would get married and the day after, her daughter would receive the transplant she so desperately needed.

She smiled subtly as she remembered how they had received the news.

The family had stopped to talk to Maggie at her Festival game 'station' where they all conspired together to get Max to bob for an apple. With Mags, Grace, Fran and Zoe encouraging him, he didn't stand a chance.

Thoroughly wet, he had happily munched on his prize while Brighton challenged Fran to a doughnut-eating contest.

Fran eyed the glazed confection hanging from a string. "What do you mean, I can't use my hands?"

"Come on, Fran. All you've got to do is eat the doughnut off the string without letting it fall. You're not afraid that I can out-eat you, are you?" Brighton jeered.

Unwilling to let that comment pass, Fran turned around and let them bind her wrists behind her back. "You are so going to regret challenging a Fine to an eating contest."

Fran had just pulled the last bit into her mouth when she heard her father calling her name from across the gym. The hospital had called him when they hadn't reached anyone at the Sheffield mansion. Morty had rushed from his home so fast, that he'd forgotten his hair.

They had found a donor! They would gather the cells on Sunday, so they scheduled the procedure for Monday morning.

Her smile widened as she felt a soft caress across her forehead, then down her cheek.

"You have such a beautiful smile." Max's soothing voice came from just above her head.

Keeping her eyes closed, she reached up to clasp his hand, pulling him down toward her. "You know, we're not supposed to see each other for 24-hours before our wedding. It's bad luck."

As she spoke, she found his tie and pulled until she felt him sit down next to her, his face leaning in toward her. She released his necktie and rubbed her fingers across the stubble on his jaw.

"Fine. I'll get you a blindfold."

His tone let her know exactly what he thought of her superstitious family tradition. She giggled, wrinkling her nose. "Ooo, kinky!"

He smiled at her flirtatious tone. He ran a hand along her face, down her neck and shoulder until he took her hands.

"You look tired."

Fran opened her eyes, smiling at her future husband. "Whoever said we could get ready for a wedding in four days was insane. The next time I have the chance to elope, I'm going to take it."

Max gave her an affronted glare. "There better not be a 'next time', Miss Fine, unless you're talking about renewing our wedding vows."

She answered by pulling him in for a demanding kiss that took his breath away. Pulling back to rest his forehead against hers, he closed his eyes to catch his breath and regain his sanity. They'd hardly spent two minutes alone together since their engagement, and he desperately wanted to show her how much he loved her.

However, seeing her exhaustion convinced him to wait. Tomorrow.

He stood and picked her up from the couch. "Come on, my darling. Let's get you to bed."

"Oh, Mr. Sheffield," she squealed playfully, "you're sending me to my room?"

Her smile turned wicked as she wrapped her arm around him tightly and scraped her fingers through his hair. "Better yet, send me to your room..."

A primal groan rumbled up from his chest. Tomorrow couldn't come soon enough.

CC pounded her fist against the steering wheel. What is wrong with me? she thought tersely. She knew it was stupid question, but it didn't stop her mind from railing at her incongruent behavior.

She had practically hosed the investor meeting earlier in the week, blowing her cool at precisely the wrong instant. Then, she had to spend the remainder of the meeting sucking up to what's-his-guts-Thompson, permitting his salacious comments and wandering eyes. What a slime-ball!

Then yesterday, she'd practically wilted when the lighting crew had demanded a 'decent lunch break', whatever the hell that meant. She'd caved almost immediately and spent the rest of the day fuming.

What had happened to her instincts, her backbone?

She had pulled it off, though, and obtained all the necessary funding to meet the preproduction costs of their next play. She grudgingly admitted that giving the crew additional time for lunch paid off in their willingness to work extra during the auditions. Who knew you could get what you wanted without threats?

Maxwell owed her big for taking care of business this week. Well, for the other thing as well, but he'd never find out about her blood donation visit to the hospital.

She grimaced as she remembered the doctor's warning that there were medicinal side effects, such as 'some achiness', 'possible insomnia' or 'slight nausea'.

CC closed her eyes against the wave that hit her again. Slight nausea? She'd felt like puking her guts out since she took the first dose. She had been able to hold it in with a few deep breaths and a little concentration, except the morning that Niles had taunted her about Maxwell ditching her to spend the day with his future wife.

She glanced at her reflection in her rearview mirror. She looked like hell, too. Apparently, the 'possible insomnia' meant not being able to sleep more than an hour a night. She spent the rest of the time feeling her aching bones and listening to her mind race.

She glanced at the clock on her dash and realized it was time to go. She exited the car and stood a moment staring at the hospital entrance. She silently gave thanks that Sunday had finally arrived, even though this procedure made her nervous. Fleetingly, she wished Niles had come with her. She growled, slamming her palm against the window of her car.

Damn him!

Why did he have to say those things to her? Why did he comfort her? And what was the deal with showing concern for her health?

The same, one-word answer reverberated through her stubborn skull. Love.

Niles loved her? No way. She loathed him and he despised her. They fought because they were natural enemies.

She'd spent the rest of the week trying to see him like she used to, just a butler, unworthy of her notice or her time. She told herself this over and over again, but whenever she looked at him, she saw only him. Niles.

With each rude comment, she now heard his humor, clever wit and intelligence. With each frown or devious look, she now only saw interest in her opinions or concern. It left her feeling off balance.

And his looks? She shook her head and started walking into the building. What would she want with a short, dumpy old servant? She rolled her eyes, dismissively. He was beneath her.

Her mind instantly conjured a visual image to match her thoughts, stopping her in mid-step. So vivid, she could hear his labored breathing and feel his body sweaty and flushed with desire entangled under her own, his strong hands and soft lips roaming... exploring... pleasing.

She closed her eyes and shook her head to rid it of the mental picture as she entered the hospital lab. She needed to get this over with quickly if she wanted to make it to Maxwell's wedding.

Maxwell grabbed Niles' arm as he passed to make the final check in the kitchen.

"Niles, have you seen CC?"

"Yes, Sir; blue eyes, shaggy brown hair and long pointy teeth. Scared the hell out of me."

Max stifled a grin. Even without her in the room, Niles couldn't let an opportunity to belittle her pass by him. He glanced at his watch, and then over to gauge Fran's gathered relatives.

"The natives are getting restless. Could you have a few of the appetizers served as hors d'oeuvres? I'll give CC ten more minutes before we get started."

Niles disappeared into the kitchen and Max wandered over to speak to the Rabbi, pausing briefly to kiss the top of Zoe's head from her makeshift bed on the sofa. She grinned at him, holding up her basket of rose petals, indicating she was ready to do her job.

In no time, the hors d'oeuvres were gone, so Max gave the signal to begin. Everyone sat down as Niles nodded to the pianist to play the wedding march. CC slipped through the front door and quietly took a seat next to Grandma Yetta.

Max smiled at her, relieved. Along with Niles, he considered CC one of his best friends. In a way, he saw her attendance today as a form of approval. He knew it was silly, but since CC had been Sara's best friend since childhood, her acceptance of his marriage felt like getting Sara's approval.

He smiled at her, turning his attention to the staircase. He watched with fatherly pride as his daughters made their way down, followed by his future wife. His wife. He liked the sound of that.

As Fran drew near, Zoe tossed a few rose petals across her path. Fran smiled at her daughter. The impact of what she was about to do hit her, taking her breath away. She was getting married! She looked into his eyes and smiled, wondering again if she were dreaming. If so, she hoped she'd never wake up.

CC stifled a yawn, wondering if they would notice her sneaking out. She decided to wait until they cut the cake. However, judging from the looks they gave each other while dancing, she might take root before they finished.

She stood to retrieve a drink of water and fought the dizziness again. She wanted something harder, whiskey maybe, but the idea brought the queasiness back. The doctor had promised that the side effects would wear off by tomorrow. A soft sigh escaped her lips. She hoped so. She was so tired, and her headache made her want to curl into the fetal position and cry like a baby.

She glanced again at the happy couple. They danced with their children now, Max with Zoe and Nanny Fine with Brighton. Fran. CC admitted she should probably call her Fran, now. She looked at Zoe again, an unexpected rush of affection taking her by surprise. She deserved a chance to grow up, especially since she was so loved.

A feeling of regret arose within her as she considered her own bleak childhood. She could remember a time before she met Sara; she had actually wished to die. She shook her head at the thought and winced at the pain throbbing behind her eyes. She swayed slightly, catching herself on the back of a chair.

"What's wrong, Babcock? Drunk already?"

Still caught in her melancholy thought, she ignored his comment. She tipped her head slightly in Zoe's direction. "Do you think she'll make it, Niles?"

Niles squinted at her. From the dark circles under her eyes and the vein throbbing in her temple, he could tell she had a doozy of a headache, but CC Babcock getting sentimental over a child? That would be a first.

"All right, how many of those have you had?"

CC looked down at the empty glass in her hand, and then let her eyes travel over his body to his face. She loved the way he looked in a tux.

She smiled, responding with a mysterious air. "Not as many as you think, Butler Boy."

Niles liked this look for Miss Babcock. He hadn't seen her playful like this in a long while. He eyed her appreciatively; taking in the way her dress fit her curves. He decided to try his luck.

"Miss Babcock, since we're the only two here not related to the bride, would you care to dance?"

CC panicked. She would love to dance with him, but knew she would pass out or throw up if she tried. She racked her brain for an acceptable excuse. Finding none, she fell back on habit and insulted him instead.

She tossed her head haughtily. "Me dance with a servant? I'd rather eat dirt."

She watched his eyes, seeing the color change from 'sad' to 'angry'. He stepped back defensively, and spoke his reply in clipped tones.

"That, I can arrange."

She regretted hurting him. He made a real effort to reach out in friendship and she just kept pushing him away. She reached out to grab his sleeve before he could retreat. She placed her other hand on his cheek. He shook her off and stepped away from her.

"I'm sorry, Niles. I didn't mean that. I'd love to dance with you, but I'm not feeling..."

He watched as she placed a hand to her head, her eyes unfocused, as she started to sway.

"Niles?" she asked, her voice distant and faint behind the buzzing in her ears. As darkness started to close in, she saw him rush to her side to catch her.

Maxwell kicked his bedroom door opened and carried his bride into the room. Setting her down carefully on the bed, he sat next to her and gave her a long, unhurried kiss. Pulling away, he stroked her cheek with his knuckles, and smiled excitedly.

"Wait right here."

He hopped up and shut the door, then removed his jacket and tie. Tossing them over the armchair, he retrieved a bottle of champagne from the ice bucket and poured some of the golden liquid into two waiting glasses. He sat down next to her and handed one of the glasses to her.

"To you, my darling. Inside and out, the most beautiful woman I've ever met."

Fran wrapped her glass around his arm and gently tapped, making both ring out in crystallized tones. "To us."

They drank, never breaking eye contact. Max took her glass and set it down. He took her hands and stared into her eyes for a moment before grinning apprehensively.

"You know, I've wanted to have you here for so long that it doesn't feel real."

She smiled at his confession. Looking down, she anxiously played with his new wedding band.

"I know what you mean. I've had this idea about marriage since I was a little girl. I keep repeating to myself that "we're married", but now I'm not sure what that means."

He tilted his head and considered her a moment. Leaning in, he gave her another soft kiss and whispered, "It means that I'll love you and stand beside *only* you for the rest of my days."

She closed her eyes against the tidal wave of emotion that hit her. She wrapped her arms around his neck and kissed him with everything she felt inside her. As their breaths quickened, Fran ran her fingers up through Max's hair, deepening their kiss with increasing passion, and pulling him toward her.

In a sudden movement, she pushed him away and stood up, facing him. She gave him a sexy smile and started to tug off one of her long white gloves. He sat up, mesmerized by her movements, as she playfully discarded the other, along with her veil. In his frenzied haze, even the simple toss of her head added to his need for her.

She kicked off her shoes and raised her leg to place it on the bed next to him. She pulled up the hem of her dress to slide off her stockings, when she felt his hands join hers to help. Her breath caught as his fingers brushed the inside of her thigh, pulling the stocking down. Switching legs, she let him take over, while she reached for his buttons.

She pushed her palms along his collarbone, dropping the shirt from his shoulders. At the feel of her hands on his bare skin, he stood and took her mouth in a deep kiss, pulling her close and running his hands down her back in search of her zipper. Fran joined him in his movements, tugging aggressively at his belt. Her dress and his pants fell away almost simultaneously, followed closely by their underwear.

He stepped back and took in the vision of his nude wife, while she did the same with him. He grabbed her hand again and pulled her back into a tight embrace, starting a slow, sensual exploration of her skin. As he reveled in her perfect body, enjoying her response to his touch, he slowed down even further.

Although she loved that he wanted to take his time with her, Fran felt her remaining patience with his delicious torture slipping away. Finally unable to stand it any longer, she roughly pushed him onto his back and attacked him with frantic movements of her own.

At this point, Max forgot his promise to be slow and deliberate, and joined her with his own passionate and fiery motions, pausing only briefly to whisper her name and his love before driving them both over the edge together.

CC opened her eyes to an unfamiliar room, shrouded in darkness. She tried to focus on her surroundings, but the dull ache behind her eyes still made it difficult. Where was she? Deciding to get some answers, she rolled to her side and started to push herself up, groaning as her stiff muscles screamed their disapproval.

She felt a firm grip on her shoulder help her sit up. Startled, she started to ask "who...", until she smelled his familiar cologne.

"Here, drink this," he commanded gently, handing her a tall glass of water. "Slowly."

She complied and handed it back to him. He adjusted her pillows and helped her lay back down.

The soft moonlight filtered through the curtains, allowing her to finally see him as he sat back down in his chair. His jacket and bow tie hung over the back and he had removed his shoes, his legs crossed at the ankle over the ottoman. She thought he looked incredibly sexy with the top studs of his shirt unbuttoned.

"Niles, where am I?"

"Miss Fine...I mean, Mrs. Sheffield's old room. I brought you here when you fainted." He chuckled into the darkness. "You scared Yetta practically to death."

She smiled, watching his silhouette bounce slightly in the chair next to the bed, continuing to laugh at the memory.

When she realized what he said, her eyes widened slightly. "You carried me up here?"

"Well, we couldn't get the fork-lift through the front door, so *someone* had to do it."

She stuck her tongue out at him, causing another chuckle. Turning her head to look at the ceiling, she adjusted her body and realized that someone had removed her dress. She closed her eyes, dismayed. That meant that her bandages were visible.

They had drawn the bone marrow out of her chest and the blood out of the vein in her leg, near the groin. If Nanny Fine saw them, she probably knew.

"Niles, who undressed me?"

"Mrs. Sheffield and her mother."

Damn. Briefly, she wished it had been Niles to undress her, then blushed at the thought of him touching her unconscious body. Well, maybe they hadn't figured it out.

He dropped his feet to the floor and turned to face her, placing his hands on his knees. "Miss Babcock, it was not wise to leave the hospital so quickly."

Shit. So much for anonymity. She turned her head and looked at him again. She could not see his eyes in the dim light, but his posture shouted his concern. She cleared her throat, afraid to find out.

"Who else knows?"

He shook his head. "No one. When the nurse discovered you'd left before properly recuperating, she called me."

"What about the bandages? Didn't Nann...Fran figure it out?"

She watched his lips lift in his calculating way, a telltale sign that she had walked into another joke. "Not really. I simply explained how the villagers tried driving a wooden stake into your heart on Halloween."

He chuckled again. "Too bad they missed."

CC reached out to grab him by the throat, threatening him with an admonishing tone, "Tell me now, Niles, or you'll find out, once and for all, how uncomfortable that feather duster can be!"

He reached up to take her hand in his own. "Actually, Mrs. Sheffield was suspicious of your bandage, but I told her I'd overheard you scheduling an appointment to have a mole removed. I think she bought it."

He unconsciously caressed the back of her hand with his thumb. "I assume you didn't want anyone to know that you're Zoe's donor?"

She nodded her head, enjoying the contact. "Nan..Fran can be so sentimental and gushy. I couldn't tell anyone, especially you, O Yenta King."

He smiled again. "Frankly, I'm surprised you put me as your emergency contact."

Without thinking, she blurted out, "Well, they told me to list someone I trusted..."

Realizing what she'd just admitted, she drew her hand away from him and pulled the blanket higher up to her neck. "Besides, I knew how much my death would mean to you..."

He leaned back in his chair and snorted, stifling a laugh.

An uneasy silence descended; CC embarrassed and Niles insecure. The thoughts that had plagued her all week came back tenfold, urging her to confront him about his comments and his feelings, or lack thereof. At length, CC made the decision.

She shrugged to herself in defeat. "Niles?"

"Hhmm?"

"Why are you sitting here with me?"

Silence. She watched him in the darkness, his eyes glittering jewels in the moonlight. He didn't blink and he didn't answer. He looked conflicted, like he was wrestling with himself, pushing and pulling at the same time.

Finally, he breathed a sigh, "I'm not quite sure."

Her disappointment in his answer was tangible. She squirmed, fighting her own inner demon to express the thoughts she had been having. She had erected the high wall of class and breeding around her heart and she knew she needed to break it down.

She picked up her sledgehammer and took a swing.

"I'm glad you're here. I've been thinking a lot about what you said, and I...um I... I'm ready for you to find me."

She reached out to take his hand and felt him grasp it firmly. She held his hand, squeezing both for the strength and for the comfort it provided. He still didn't speak and she knew he needed more.

"In fact, at the risk of being taunted to my grave for a moment of insane weakness, I just want you to know that I...I love you, Niles."

He moved swiftly from his chair to the edge of her bed. Without saying a word, he positioned his hands on either side of her and lowered his head down to place a gentle, loving kiss on her lips.

CC's eyes drifted shut at the feeling, unconsciously reaching up to hold his face between her hands. She savored every second, sincerely hoping this wasn't a dream. Eventually, he released her mouth and lifted away. CC trailed her hands down from his cheeks to his chest and felt his heart beating rapidly. Niles reached down and took her hand, pulling it up to kiss the inside of her palm.

"You have no idea how long I've waited to hear those words from you. I've loved you almost as long as I've known you," he grinned, "and 300 years is a long time to wait."

She laughed freely, enjoying a peace she had never felt before. She pulled at him, but he resisted. "CC, I don't want to hurt you...we'll, not anymore...at least, not permanently."

She smiled seductively at him. "Don't worry, Brillo Pad, I like it when things get a little rough."

Niles closed his eyes, humming appreciatively at her words. She pulled at him again.

"Come on, Wimpy. Just hold me tonight."

He cautiously slid under the covers with her and took her in his arms. Kissing the top of her head as she draped her arm across his chest, he released a contented sigh. She lay there with him, listening to him breathe and thinking about the path that led them here.

Impulsively, she reached over to flip on the lamp, placing her finger on his lips to still his questions. Snuggling down with him again, she tipped her head up to look at him, a fiendish look in her eye.

He looked back at her, uncertain. "What?"

She didn't speak, but kept looking him in the eye. Shifting her body closer to his, she let her hand drift down until she saw his eyes spark with the most exquisite shade of sapphire blue. Oh, yeah.

She liked that color best of all.

Fran stood and stretched her arms high in an effort to get the blood circulating through her tired body. Releasing her breath and dropping her arms, she checked Zoe's vital signs and monitors. No change.

She tried to look on the bright side; no change meant not worse. She dropped her head back and squeezed her eyes shut. Everything that could have gone wrong, had. A severe allergic reaction to the chemo drugs, then some of the white blood cells from the donor had stayed in Zoe's body, causing her body to attack them.

Five days since her transplant and she lay there, wasting away. It made her want to scream.

She jumped a little as his hands slid around her waist, pulling her into his embrace. He placed tiny kisses on her neck, mumbling as he went, "I'm sorry, darling. Did I startle you?"

"I told you, Max, never sneak up on a Jewish woman." She leaned her head to one side, giving him permission to continue. As he became more bold, she sighed appreciatively.

"What are you doing up?"

He rested his chin on her shoulder, turning to look into her eyes. "Is that a serious question?"

She continued to look at him expectantly. He raised his eyebrows suggestively. "I reached for my beautiful bride in my sleep and awoke, disappointed, when I realized she was gone."

She turned within his embrace, pulling him in for a lingering kiss. "Mr. Sheffield, you say the most enchanting things at", she glanced at the clock behind them, "3:00 in the morning."

He glanced up at the clock on the wall, the hands swimming across the face. Blearily, he rubbed his eyes.

"Is it time for Zoe's medication?"

She nodded, releasing him. "I'll be back in a few minutes. Why don't you go back to bed?"

He sat on the edge of Zoe's bed and took Fran's hand, kissing each delicate finger. "I'd rather wait for you. I'll just sit here with her until you come back."

She nodded, then leaned over her daughter and placed a light kiss on her forehead.

"I'll be back in a few minutes, Angel."

She left them and Max listened to the gentle hum of Zoe's monitors as the seconds ticked by. He smiled slightly as he looked at his daughter, remembering her joyous look when his lawyer arrived Monday morning with the adoption papers. They all signed their names before driving to the hospital to begin the procedure. She was his now.

He reached out and brushed his fingers across her cheek. Her eyelids fluttered, and then opened, squinting against the light. She smiled.

He smiled back, remembering their first meeting. "Hi. I thought you were going to sleep forever. I'm your Daddy."

She closed her eyes again, her smile widening. "Hi Daddy," she croaked.

Max picked up her water and offered her a drink, which she accepted gratefully. She scrunched her eyes closed and clenched her jaw a moment as Max gently took her hand.

"It hurts, Daddy."

"I know, Sweetheart. Mommy just left to get your medicine."

Zoe opened her eyes again and gave him a piercing gaze. He grasped her hand tighter. "Zoe, what is it?"

"She said tomorrow the pain would go away and that I could go play in the park."

Her voice drifted in from a far distance, like she was reliving some distant memory. Max leaned down to hear her.

"What do you mean, Zoe? Who is she?"

"She said I could have some Rocky Road ice cream and play with her little dog, Scotts."

Max felt the blood drain from his face, as he comprehended what she was saying. Sara had had a little, black terrier, named Scotts, when he'd met her. She'd received him from CC as a birthday present before they started college. Scotts had been Sara's baby for 5 years. She was devastated when a car struck Scotts the year after they married.

He shook his head. "No, sweetheart, it was just a dream. You need your rest if you're going to get better."

Zoe's hand tightened on his as she closed her eyes in pain. Max heard the monitors at her side start to race, slowly coming back to normal. He watched her face relax again, relieved that whatever pain she felt had vanished. He reached up to wipe a tear from her cheek.

"Daddy?"

"Yes, Zoe?"

"Will you sing me the song? The one you used to sing to Maggie when she was scared?"

Max closed his eyes and nodded. He hadn't sung it since Maggie was three and doubted anyone but Sara would remember. He dredged up the words from his memory, humming the tune a little as he modified the words to fit the child in front of him.

Zoe, Zoe, put away your tears.

I'm here with you; there's no need for fears.

Zoe, Zoe, it's getting late, now.

Time to close your eyes and dream.

Dream of things you like to see,

Viewing city lights and clowns with glee.

Dreams of Central Park in the spring,

Butterflies and playground swings.

Dream of Ladybugs and chocolate, too.

Dream of me, here, loving you.

Zoe, Zoe, it's time for sleep now.

Close your eyes and start to dream.

Zoe smiled at Max, relaxing as she listened to the words of his song. When he finished, her forehead wrinkled with worry.

"Daddy, Sara said you would take care of mommy. I don't want her to be sad. Will you?"

Max closed his eyes, the reality of her words washing over him. Tears came to his eyes as he realized that his first wife and his new daughter would soon be together. The tear slipped down his cheek as he nodded.

"Of course, Sweetheart. I can't promise that she won't be sad, but I will take care of her. We're going to miss you dreadfully."

Zoe reached up to touch her locket. "Will you give this to Mommy? That way, she can always have me in her heart."

He smiled at her statement. He removed the necklace and opened it up. Fran had added a picture of himself with his three kids in the opposite side of the locket, completing their little family.

He heard a noise behind him and turned to see Fran standing in the doorway. The look on her face told him she'd heard enough to understand their conversation. He stood and rushed to her side, taking the medication from her and wrapping his arms around her tightly as her knees gave out.

She dropped her head into his chest, her whole body trembling. She kept shaking her head and murmuring, "no, no, no, no," over as he hugged her tightly to him.

He placed his hand under her chin and gently encouraged her to look into his eyes. "Fran, you can do this. She's afraid. You need to stay with her tonight and show her that everything is going to be all right."

She pinched her eyes closed against the tears. Shaking her head slightly again, she whispered, "Max, I'm not ready to say goodbye."

"I know, my darling. I'm here; I'll help you." He gave her a lingering kiss, then walked her over to Zoe's bedside.

The morning found both Max and Fran on Zoe's little hospital bed, snuggling her between them. Max opened his eyes to stare at his new daughter, her rasping breath faint and labored. He looked at the monitor and realized that her heart rate had dropped.

He raised his head to look at Fran. Her eyes were closed, but he could tell she wasn't sleeping by the way she tightly clutched Zoe to her. He reached over and stroked her arm. Her eyes opened, red-rimmed from tears. She looked down at her daughter, kissing the top of her head.

Max placed his hand on her cheek. "Fran. It's time to let her go."

He leaned down and whispered in Zoe's ear. "I love you, Zoe. I'm so glad that I got to be your Daddy. Have fun with Sara and Scotts and don't worry about Mommy. I'll take good care of her. We'll meet again someday soon. Goodbye, Sweetheart."

He looked up at Fran. She met his gaze, nodding. "Give me a minute?"

He leaned over and kissed her gently before getting off the bed and retreating to the door. He stood there, arms wrapped tightly around himself, weeping as he listened to his wife say goodbye to her daughter.

"Zoe, my little angel, I don't know what I'll do without you. We've been together so long, that everywhere I go and everything I do will remind me of you. Come to think of it, that's a good thing; I'll never forget you."

She squeezed her a little tighter against her as the tears began sliding down her cheek again. "I'll miss you so much, Baby. You will be in my heart, always."

She closed her eyes and kissed her on the cheek. "I love you, Angel."

Zoe struggled to open her eyes a little. "Love you more, Ma."

Fran smiled through her tears. Choking a little on the words, she whispered to her, giving her the permission to leave. "Go on, Baby. Go and play. I'll see you soon."

Zoe smiled one more time, relaxing completely. A minute later, her monitors went flat, bringing the nurses and doctors running to find her still smiling in her mother's arms.

"Fran, darling, hurry or we'll be late."

Maxwell fussed with his tie again, unable to get the knot to lie down properly. Fran smiled at him smugly from the en suite, leaning against the door jam.

"Maxwell, we only have to travel down the staircase. Besides, you're the best man. Do you really think Niles and CC will start without you?"

He looked at her through the mirror and didn't even try to contain the feelings of love and pride that flowed over him at the sight of his pregnant wife.

"You look smashing, my darling."

He watched her saunter over to stand in front of him, offering to fix his tie. He would never tell her so, but he loved the fact that her burgeoning tummy caused her to waddle slightly. As she straightened his knot, he placed his hands on her stomach.

"How are you feeling? Are our children causing you trouble this evening?"

Fran smiled as she rubbed her hand over his, feeling a strong kick to her rib cage. "Ungh! No more than usual. I think they've already started fighting about who gets to come out first."

Max knelt down, putting his face against her belly, and started to hum. It always seemed to quiet them, especially when he hummed *that* tune. It invariably brought tears to her eyes.

He stood again and took her in his arms. "There, how is that?"

She smiled up at him. "They love that song. It's like they know..." She stopped speaking, overwhelmed with emotion. Even after a year, she missed her so much. She felt Max gently caress her cheek.

"Maybe they do. I'm sure they can feel love when I sing it; our love for Zoe, our love for them and our love for each other."

She nodded, pulling him tighter to her. "Thank you, Max. It still hurts that she's gone, but sharing my grief with you has helped a little. I don't know what I would do without your love."

He kissed her softly. "I'm glad your love found me, too."

He stepped back and offered her his arm. "Come on, darling. This is a celebration; our friends are getting married. Today Niles and CC pledge their undying love to each other and save two decent folks from enduring the same fate."

She laughed, taking his arm, as Niles' voice drifted in from the hallway. "I heard that!"

Max chuckled nervously, blushing at his discovery and making Fran laugh again. She turned toward him, looking lovingly into his eyes.

"What would I ever do without you, Mr. Sheffield?"

He offered his arm, the twinkle in his eye inviting. "Better yet, what should you be doing *to* me, Mrs. Sheffield."

She growled her approval before taking his mouth in a hot, promising kiss. Eventually, she pulled back, giggling as she wiped away the lipstick smear from his mouth. Turning, they walked out to join their family, together.

The End