Disclaimer: I don't own any part of The Nanny…yet.

A/N: Didja ever wonder what would've happened if Max and Fran hadn't walked in on Niles and CC that night? Yeah, I know…me too. LOL - D

What If…

CC smacked her glass onto the coffee table as she stood up. "I loathe you."

"I despise you." Niles spat as he mirrored her actions.

"Servant." CC bit.

"Trollop." Niles returned.

"Bell boy." CC took a step closer and put her hands on her hips.

"Brunette." Niles eyes met hers and suddenly he was upon her. His arms pulled her in tightly and her arms first around his neck moved quickly to his face guiding him, coaxing him. Their tongues dance and caressed and probed like they'd never kissed another.

"Oh, God, Niles…" CC whispered as he broke the kiss to begin his assault on her neck. Her head dropped back giving him full access to her beautiful throat.

Her fingers woven into his hair as he nipped and pulled at the soft skin. "My God, woman, you drive me crazy."

Their lips joined again in a heated kiss full of passion and fire that wouldn't be extinguished. "Oh, Niles…" CC moaned softly feeling his desire rising between them. CC's hands moved to his tie and she slowly pulled it loose from his neck and tossed it aside.

Niles started pulling down the zipper of her dress stopping at the clasp of her silk black push up bra and quickly flipped it open bringing a slight gasp from CC's throat.

"CC…" Niles needing to be sure pulled her back to look at him as he tossed the bra away. "We're about to cross that bridge." When his eyes dark with desire met hers and locked CC knew there would be no turning back.

"Then let's just burn it down." CC growled in her most sultry voice. This time is was CC who leapt at him. Their kiss was as fervent as before, heated, passionate, full of the desire that would soon be met. CC pulled him down to the sofa. Hands roamed, tongues entwined, breathing became haggard and heavy.

Suddenly Niles stopped. "Not here." He stood and pulled her to her feet and in one swift movement he swept her up and headed toward the front stairs.

"Niles…" CC was practically giggling. "What are you doing?" CC was amazed by the ease with which he carried her upstairs.

Niles smirked. "The bell boy is taking you to your room."

"Really, well then, what comes next?" CC asked.

"You do." Niles growled making CC gasp. "I'm going to show you just how dedicated a servant I can be."

Niles lightly kicked the door to his room open and put her down turning only long enough to lock his door. "Niles…" CC started when he turned back to face her. "…make love to me."

"Yes, Miss Babcock." Niles tossed her his most sexy smirk. He kissed her softly and finally finished lowering the zipper on the back of her fitted black dress and let it drop to the floor exposing her to him completely as she wore nothing beneath it. "You are so beautiful, CC."

CC ran her hands up his chest and slipped his jacket off his shoulders and tossed it onto the chair. She slowly unbuttoned his shirt and it joined his jacket. Then she pulled off his undershirt and tossed it to the floor dropping soft kisses on the soft hair she found covering his muscular chest. She made quick work of his pants and boxers setting his arousal free from its' confines. "My God, Niles…"

Niles lifted her again and laid her on his bed and took his place beside her. He rolled on his side to face her and pulled her into his arms. "I will make you mine, CC Babcock." He kissed her softly.

"Please, Niles, no more waiting, no more games." CC whispered.

"Now what's the fun in that?" Niles whispered in her ear.

"Oh, you want to see the fun in no more waiting?" CC pushed him to his back and straddled him. "Well, then again, I suppose torture could be fun too." CC moved slowly over him. He could feel the warmth radiating from her center.

"CC…that's not fair." Niles groaned as she centered herself over his desire.

CC leaned down and rested against his chest and whispered softly in his ear. "Fair? What's the fun in that?" Her breath on his neck made him twitch between her legs. "Hmmm, like it when I whisper, huh?" She seized his lips in a heated kiss. "So, what shall I do to you now, servant?"

Niles dropped his hands to her thighs where they just meet her hips. "Whatever you'd like, Love." Niles eyes met hers as she sat up and pressed her center into him.

"Oh, I know just what I'd like, Niles. Think you're ready?" CC flashed her most sultry grin. His thumbs made little soft circles on her inner thighs driving her closer to the edge than she expected.

"I've waited years to have you, Babcock. I'm only going to wait so much longer." Niles threatened.

CC leaned down and kissed him so softly he was caught off guard when she slid her center down over him bringing a deep and raspy moan from them. "Oh, God."

CC kept still adjusting to him. "I love you, Niles." CC whispered as she started a slow rocking motion above him leaning back and forcing him further into her.

Niles kept his eyes on her, watching her, loving her. She leaned into his chest and Niles flipped her to her back and took control. "I love you, CC. Please, let me show you." Niles maintained her slow, even pace. He kissed dip in her throat, the curve of her breasts, and the soft skin of her shoulders. He whispered in her ear. "You've had my heart for years CC, now you have the rest of me."

"Oh, God, Niles…please…" CC dropped her head back and Niles felt her tighten around him. CC pulled his lips to hers and kissed him firmly through her release. Niles eased his thrusts prolonging her wave of euphoria. Niles felt her relax slightly and he slowly increased his pace bringing her back to the edge again.

"I love you, CC…you are mine." Niles nipped and sucked at the soft skin on her neck.

CC arched her back and met his thrusts as she felt herself getting closer again. "Oh, Niles…don't…stop…please…" CC moaned softly.

"Say it, CC…say it, please." Niles begged softly in her ear.

CC moaned. "I love you, Niles…I…am…yours." They felt the wave crash over them and their lips met in soft, short kisses as their breathing slowed and they fell asleep in each other's arms.

The front door opened and Fran and Max enter. "Well, even if it didn't go as I'd planned, I had fun tonight. Thank you, Mr. Sheffield, for waiting with me at the restaurant."

"It was my pleasure, Miss Fine." Max removed his coat. "I'm sorry it didn't work out for you and Lenny."

Fran took her jacket off and hung it and Max's in the closet. "Well, if it was meant to be it would've been."

"I love that about you, Miss Fine." Max offered.

Fran frowned a little. "What's that, Mr. Sheffield?"

"You still believe in fate, spontaneity, instinct." Max smiled down into her pretty face.

Fran looked up into his eyes. "What do you believe in?" Their eyes locked for a long moment.

"A shower and a good night's sleep." Max broke their gaze and headed up the stairs.

Fran sighed. "Yeah, me too." She shook her head and headed up to her own room.

THE NEXT MORNING

Fran was sitting on the sofa in the den watching her morning soap when the door bell rang. Niles opened the door to hear, "Hello, hello!"

The new lovers shared a silent look and Niles winked at her. "Good morning, Miss Babcock. Mr. Sheffield is in the office. Would you like some coffee?" Niles took her coat and hung it in the closet and whispered. "You look beautiful, Love."

"You look pretty good yourself, Butler Boy." CC cooed and pinched his rear end. Niles yelped a little.

Fran turned and looked at them standing in the foyer. "Niles…ya ok?"

"Yes, Miss Fine." Niles turned to glare at CC.

CC let out her very best cackle. "I got him good, Nanny Fine." CC waved her stick pin at Fran.

"I don't know what's up with you two." Fran returned to her soap.

CC leaned in and whispered to him. "I know what was up last night."

Niles backed CC against the front door and kissed her fully, and whispered back, "Careful or it'll be 'up' again." Then just as quickly he backed away and left her standing there in shock. "I'd better get the coffee. Would you like anything, Miss Fine?" Niles tossed out as he walked through the den.

"Uh…yeah." Fran answered without looking away from the TV. "This looks like it's getting interesting; could you bring me some popcorn?"

Niles looked back as CC started coming up behind him with an 'I'm gonna get you look'. "Certainly, Miss Fine." Niles practically scurried into the kitchen and CC went into the office.

Niles brought in the popcorn and the two sat back into the sofa to watch the soap. Fran grabbed a pillow for her lap and something came along with it. "Uh…Niles…isn't this the tie ya were wearin' yesterday?" Fran help up exhibit A.

"Uhm…yeah. I was watching a movie in here last night and I must have left it on the sofa." Niles took his tie and tucked it into his pocket.

They sat quietly for a few minutes watching TV. "Uhm…Niles?"

"Yeah?" Niles didn't look away from the screen.

Fran sighed lightly. "Didja watch that movie alone?"

"Yeah…why?" Niles still didn't look at her hoping his voice wouldn't give anything away.

Fran smirked and held up the black silk bra. "Then I guess this is your too?" Niles eyes nearly popped out of his head.

"Miss Fine," He tried desperately to cover. "I was folding laundry in here. I suppose it's…" Niles just couldn't finish his statement. He knew how incredibly ridiculous it would be to try to pass off CC's black silk strapless push up bra as that of one of the girls.

"One of the girls? I know you don't expect me to believe that this bra belongs to one of the children. This thing would fit…" Fran's jaw dropped and she whispered. "Miss Babcock."

"What is it, Nanny Fine?" CC had just stepped into the den as Fran put tie and bra together and got Hoo Haa!

CC's face went ghostly white when she saw Fran dangling her bra in front of Niles face. "Uh…whatca got there, Nanny Fine?"

"Funny you should ask." Fran smirked and stood up slowly. "See, I just found Niles' tie jammed behind a pillow and then I suddenly come up with this…enormous bra."

Fran turned to look at Niles who sat praying silently that CC wouldn't kill him and that she'd have some epiphany as a way to explain it.

"I wondered where I'd left that." CC took the bra from Fran's grasp as Max entered the den just behind CC. "I had no idea where it ended up last night. Niles was in such a hurry to get me upstairs we just didn't think about what we'd left behind. We'll be more careful next time."

Fran stood in shock and looked between CC and Niles and then Max. "Uhm…uh…ok."

"Niles, Honey, could you make me something to eat? I'm absolutely famished." CC reached out for his hand.

Niles stood and took her hand. "It would be my pleasure, Love." They walked into the kitchen holding hands leaving Max and Fran shoulder to shoulder watching them.

Max shook his head. "I suppose when two people spend as much time around each other as those two something like this is bound to happen."

"Yeah, I suppose it's inevita…ble." Fran looked into his eyes.

Max looked back at Fran. "Are you thinking what I'm thinking?"

"What are you thinking?" Fran asked him quickly.

Max swept Fran into his arms and whispered, "That I'm not about to let them have all the fun."

"Yeah…that's it." Max kissed Fran firmly and carried her up the front stairs.

A few minutes later CC and Niles returned from the kitchen. "Now where do you think they went?" CC asked.

"I don't know." They looked at each other then the front stairs, then back at each other. "But the sofa is free." Niles waggled his eyebrows.

He started pulling her toward the sofa. "Niles…what if they come back down?"

"Are you implying that Max will finish before I do?" Niles raised an eyebrow with inquiry.

CC looked at him evilly. "He damn well better."

Their eyes locked in a heated gaze. "Office!" They said together…the first of many things they would do 'together' that day and for the rest of their days.