Disclaimer: I don't own any part or character of The Nanny…but if I did…well, you know.

A/N: This is based partially on a true story. I'll let you guys just imagine which bits are fact and which are fiction. Wink, wink! Let me know what you think.

The Watcher

Michael Buble's song 'Everything' was just coming onto the radio when Niles and CC pulled up to the curb. "Niles, why did we have to leave so early? I don't have to catch the train for nearly forty five minutes."

"I know. I thought, well…" Niles glanced away sheepishly.

CC smirked at his sudden bashfulness. "What, you thought we'd make out a little in the car first?"

"Yeah, something like that." Niles looked into her eyes. "God you're beautiful." He caressed her cheek and dropped his lips slowly to hers.

CC moaned softly into him, "Oh, Niles."

Niles' hand moved slowly from her cheek to rest just to the inside of her thigh. CC adjusted just a bit to grant Niles more ease of access as she pulled him tightly to her.

Leaning across the front seat of CC's Mercedes wasn't conducive to a grand overture, and yet Niles knew that he couldn't help himself, he had to touch her. He inhaled deeply, loving the scent of her. "I love you, CC." He whispered softly against her ear and slowly slid his hand up under the skirt she wore.

"Mmmm…" CC cooed involuntarily as their tongues caressed and toyed to the soft music that played on the radio.

"I'm going to miss you." Niles offered plainly.

CC took his face in her hands. "I'll miss you, too, Butler Boy."

Niles smiled and kissed her again as he drew small circles with his fingers on CC's inner thigh just above her knee. They kissed and held each other and spoke their farewells and kissed some more. Each kiss telling how important they were to one another, how deeply they cared, how much they loved each other.

They exchanged deep looks and soft glances and passionate stares all for the sole purpose of memorizing each other. Each expression and nuance of the others face, burned into their memory. Each soft sigh and throaty moan was telling some small part of their story.

CC caught herself thinking that even though they had only been dating for a short while, if you could even call it that, he had become to mean the world to her. Just a look across the living room was enough for her to know he would always be a part of her.

Niles felt the tension growing in below his waist and slowly moved his hand up CC's thigh. He felt the warmth of her core as he neared the apex of her legs and reveled in the knowledge of what he did to her. "I love you so much…"

"Are you going to take me there before I go?" CC asked him playfully.

Niles locked his eyes with hers. "Do you think we have time?"

CC looked at him with hooded eyes. "Oh, yeah…"

Niles moved his hand to the heat that beckoned him and slipped his fingers beneath the damp fabric of CC's panties, pulling a soft sigh from her.

Niles kissed the smooth skin of her throat just beneath her ear. He licked and nipped at the lobe and got lost in the softness of her hair on his face. There in the front seat of CC's car, parked just around the corner from the train station they engraved their love upon each other's heart.

Niles teased and stroked CC's most delicate and sensitive area yielding only to return with a stronger effort. He never relented, making continuous circles, firm and then grazing, slowly and then with urgency.

CC couldn't believe how quickly he could bring her to the edge and then keep her there. He whispered loving words against her ear, and his breath against the crook of her neck had her reeling. She could see that it was part of the game for him, keeping her on the crest, ragged and halting, until he finally gave her what she craved.

"Oh God, Niles…" CC offered in a strangled groan as she reached her first hard climax.

"That's it, Love. Again, CC, again." Niles whispered into her ear as he refused to back off despite her near pained writhing beneath his hand. Each of her soft whimpers drove him on, making him want to please her more and more. He didn't need to get there himself, he thrived on the satisfaction of taking her there, giving her pleasure. "You're so beautiful, CC."

CC was lost in the moment; in the entire presence that he had become to her. She knew that the train would not wait, and at that moment, she didn't care. All she wanted was to have him push her to the back seat of the car, crush his weight on her, and take her over and over.

CC panting with desire and need, moaned in her most sultry voice, taking Niles near his own edge. Reining himself in, he moved again to the silky skin of her throat, kissing and sucking at the skin there. "I love you, CC." He offered on a breath.

Niles continued his ministrations through CC's moans and writhing; all the while whispering into her ear his devotion to her, his love for her, his need of her. He never wanted her to doubt that it wasn't just physical, it was part of him, she was part of him.

CC could feel the familiar tingling course through her and she knew she was close. Had there not been the deadline of the train around them, she knew that Niles would have already eased off and delayed her release in order to prolong her pleasure. However, now, the reality of the departure was upon them and she needed it now.

Niles felt her pull him onto her more desperately, deepening the kiss they were sharing and finally he applied just enough pressure.

"I love you so much, Niles." CC responded as she reached her second climax.

Niles met her moan with a deep and lingering kiss, bringing her back to him fully. They touched their foreheads in an intimate gesture. "It won't be too bad," Niles said, trying to convince them both that it was true.

"It's going to be ok," CC said back with full confidence.

Niles sighed again and said, "We gotta go, you can't miss the train. Mr. Sheffield will be furious."

CC nodded in agreement and stepped out of the car. As she closed the door, she looked across to car to see why Niles hadn't come out of the vehicle yet, and burst into laughter out of shock.

"What is it CC?" Niles asked as he finally got out of the car, having taken the time to adjust himself and try and cool off before heading to the train.

"I think we had an audience…" She nodded in the direction of the glass fronted shop across the street.

Niles looked casually at the poor little man who stood in the large picture window. His jaw hung as he stood dragging the vacuum back and forth over the same spot. "He definitely got a show didn't he?" Niles chuckled lightly. "Poor fellow, better be careful or he'll wear a rut in the carpet."

Niles lifted CC's bag from the trunk. "Shall we, Love?" Niles extended his hand to her.

"Lead on, Niles." CC took his hand in hers and together they walked the short distance to the station.