Author's Note: Hello(: Glad to see your reviews on my other stories, but I had to break from that for a moment. I wanted to try this, to see what I could come up with for Niles and C.C. Sometimes I feel I neglect both them and Fran and Max. So. I'm trying to play an equal part between the two. This is only a One- Shot, unfortunately. But I'll get around to doing something else between them – I've just got to get an idea first. So. Without further interruptions. I present to you – Apartment.

By the way, this sets part after 'Dummy Twins,' when C.C. turns down Niles' proposal because he's not rich. I'm doing my own little take on what I wanted to happen, but it's still going to hold the meaning for that episode.

"Niles, would you fetch me a tea, please?" Maxwell's voice bounded through the walls of his study. "Send it to the bedroom, I will be retiring there soon."

"As you wish, sir."

Niles exited the room, all the while thinking about the beautiful blonde that awaited on the study couch. He tried to mind his thoughts as he made the tea to his employer's tea, but mending didn't work. His mind floated to what could be if she would only say yes to his proposal. Niles wandered in his mind what it would look like to have the small diamond that he had saved for months to revive for her, to be placed on her left hand finger. But he couldn't get her to see and understand that just because he wasn't rich, didn't mean that he couldn't make her happy. He would do anything to make that woman happy, but she couldn't be happy without her money – he supposed. So. Niles would have to settle with the thoughts of the lovely woman he'd been dreaming about for years. It would only come to an in-his-mind-wedding. To where she actually loved him and wanted to accept his proposal, but for now it would remain there.

He wanted to leave, to get away from the Sheffield's. Even if C.C. were to leave and take her heart with her, Niles would still go. So. He held no point as to why she would want to leave as well if she had no feeling in her heart for him. A butler could find a job anywhere. It wasn't everyday that someone got a job becoming a secretary for a Broadway producer. The money would probably be better somewhere else for him, with another employer. But his friendship wouldn't be there – nor would a nanny be just as fun. Staying at the Sheffield's, though, reminded him of what he couldn't have and never would. Watching his boss and his best friend would ache his heart to the point of wanting to rip everything out of his system. Leaving was the better option for him. Maybe if he got away from all thoughts C.C. Babcock, he may have a chance at a life himself. He could only imagine what he life would hold in store for her.

With money and looks like her's, she could have the world at her finger tips. And though he's always teasing, mentioning that she couldn't get a man if she were a hooker, he knew it wasn't ever the truth. She is beautiful with every part of her. From the icy-blue eyes, to the long legs that were sure to reach to Canada. Every time she walked into a room, his world lit up knowing he could tease her a little more. But sometimes going a little too far hurt him more in the long run than it did her. She had wit, she had no street smarts like Fran, but she was the smartest woman he had ever met. But she held no open mind to a relationship. She had mentioned wanting a husband, but she's much too involved with trying to steal Maxwell from Fran, teasing Niles, and being a Bitch of Broadway to even pay attention to anything else. She wanted no man, apparently. C.C. didn't know what she wanted, he could clearly define that.

He stepped into the Sheffield's bedroom to find Fran lying alone in bed. Niles tried to ignore the fact that she looked just as lonely as he felt, but she wasn't lonely. Fran hadn't been lonely for a while. Maxwell had loved her from the moment he had laid eyes on her, just like Niles had felt with C.C. If only his lover's feelings could be returned like his best friend's. But he wanted to shake it off and get the thought out of his mind. Both Niles and C.C. would be leaving soon, so, it wouldn't matter. His heart would be shattered, but it was definitely for the best. He couldn't keep waiting around to be hurt over and over, for C.C.'s amusement. Even for her, he couldn't see her being so low as to hurting someone so bad. He thought even C.C. would have a bigger heart than that.

Niles held an anger with his best friend, but he knew he couldn't hold it long. He would need someone right now in his time of lusting. Fran was the only one who could ever talk him out of doing something so stupid. So. Why did she suggest that he propose to C.C.? Technically, she hadn't told him to propose to her, she told him to go for it. But he couldn't hold himself back, he was too in love with her. Niles hadn't chased his feelings in years and he thought it would be nice to actually have someone that he could go home to, have someone that he knew that cared. And the closest thing he had to that was Fran. Sometimes he wished that he would have went for her when he had the chance. But, Maxwell finally got his nerve to ask Fran on a date and it went from there. Niles knew he could never compete with someone like his friend.

"Niles, sweetie?" Her tears were clearly evident on her face and her voice was raspy. Niles didn't want to know why she had been crying. He had problems of his own as well, but even as this thought crossed his mind, he knew it was wrong of him to think. "Niles?"

He couldn't bare to turn back around to face her, he knew exactly why she was crying. Niles was leaving and nothing she could say could change that – or maybe it could – that's why he didn't want to face her. He held a fear that she would change his mind from leaving to staying, and he would hurt more than he had been right now. So. No. He didn't want to talk to Fran. She was partly the reason he was in the predicament that he were in right now. Niles didn't want to listen to her ramble about how she was sorry for the pain she had caused him, but if he would just stay, they could work everything out. Nothing could be worked out at this point. If C.C. would confess a love for him, things would be settled, but her love wasn't there.

"Yes, Mrs. Sheffield?" And though he had promised himself that he wouldn't turn around, he did. "Is something wrong?"

"How could you ask that, Niles. You know exactly what's wrong." Fran sitting from her position, "I've never met someone as selfish as you."

"Me! Selfish! Since when did I become selfish, Fran?" Niles took a step toward the bed, "I'm doing this because I know what's better for all of us. My intention was to never hurt this family. My intention was to leave so C.C. could stay. She's being a bitch, though and not listening to me."

"Would you listen to yourself? Niles, you wouldn't ever call anyone a bitch. Not even C.C." Fran accentuated from the bed. "This is not the Niles I know."

"Well. The Niles that you know has already gone. He's no longer here."

"Find him." Fran cried, "I can't stand this, Niles. This family was happy. You were happy."

"Until you told me to go after C.C. Look where that has me now. I'm going to be alone, Fran. You got your wishes, so. What's wrong? You know, not all of us can have our dream around here."

Maxwell stood behind them at the door, holding his own breath. He didn't want anyone speaking to his wife the way Niles was insinuating, but he knew that they were best friends and it would be okay for now. Niles needed to battle out his anger and if this were the way to do it, so-be-it. But if violence became involved, which he was sure it wouldn't, Maxwell would step in between them. Too bad C.C. couldn't hear this, maybe she could throw some light on the situation, or make it worse, depending on the mood she were in.

"Just stop! Alright? You're not making any sense, Niles. You don't know what you want and she doesn't know what she wants. Could you just bond together or something and get this over with?" Fran barely could stand the ground that C.C. walked on, but she made Niles happy. And if that's what it took to get him to stay, she would see to having it happen. "Talk this out with her, instead of throwing out a proposal, talk it through. Niles. You have to take things like this slow. Ms. Babcock isn't use to this kind of thing. She's rich. C.C. thinks anything can happen as long as she has her money, but she's wrong. You need to prove to her you can make her happy without money."

"But, Fran. Money is the only object that makes her happy."

"Well. Money makes me happy, too, but you don't see me getting crazy over it," she shortly laughed. "There are other things out there that make women happy. Find her happiness. It'll surprise you. Trust me."

"Yeah, I would choose to trust you if you had been right previously, but you weren't."

"Trust me now, Niles."

Fran's husband chose to sneak in at this time, making it easier on the both of them. He knew everything that she was saying was right, but only how could they get their butler to understand. Niles had been rejected by C.C. Babcock too many times for him to understand everything going on in the very complicated relationship. But if he took the time to actually get to know the woman he had fallen so hard in love with, he would see that he could make her happy with just his love alone. C.C. would come to realize that money wasn't everything, but having someone there for her meant more to her than anything else that money could promise. Money couldn't buy happiness, but it could feel the void for a while.

"You really should trust her," Max wrapped his arms around her. "She's got a really good point, you know. If I could say anything about C.C., she does have her soft spots."

"Thank you, Sir. Mrs. Sheffield." He nodded to the both of them and vacated the premises.

He couldn't believe it. Niles had found her letter of resignation on Maxwell's desk and now he was standing footed in the front of her pent house door. He wanted badly to knock on the door to let her know he was there, or for her just to find him standing there like an idiot. Just him being there, that close to her, held a certain comfort for him. He knew that only a couple of knocks and he was in. Niles was so close to her lips that he could feel them, so close to her voice that he could hear her. He wanted nothing for than to open the door himself and have her wrapped up into his arms. But even if she opened the door, the minute she saw who was awaiting, she would slam it right back in his face.

A simple talk was all he wanted, but a simple talk he wouldn't get. C.C. would yell, he would yell, and they would both leave on a very bad note. He tried to picture of it that way, maybe if he left on such terrible terms, that he could forget about her easier, but it would be much more harsh. Niles would think of things such as her getting killed before he had a chance to make it right, or her falling in love and telling a man who badly she had been treated. No. Niles wasn't ready for that fight yet. So. No. He wasn't sure if he yet wanted to knock on the pent house door.

"C.C." Niles yelled through outside the door. He brought his hand up to knock along with. "Open the door, C.C." He used his voice to let her know that this was serious, that it wasn't another proposal, only a matter of life or death speaking.

Still no answer from the door, but he could have swore that he heard a gasp and a couple of sobs coming from behind the door that he wanted so badly to be answered. So. He knocked again, this time, with a little more enforcement. Niles no longer wanted to talk to her, but he needed to talk to her. Letting her leave like this wasn't a right doing for the British. He had to let her know that he was sorry so that they could both go on their way with an eased heart. He still couldn't help but think that his heart would never be eased. But as long as she said she wasn't in love with him and left, he knew he would eventually get over the hurt and pain.

"Come on, C.C. You'll have to come out sometime. Since you're leaving."

At that moment, her door flew open. It reveled a very broken woman. Her make-up had been smudged, her face was red and swollen, her clothes weren't even like her. Niles knew at this moment that C.C. was hurting more than him, but why? She was the one who turned him down and decided to leave. C.C. held a box of tissues to her chest in a formally fashion. Her guard was up and Niles could cut the tension in the air with a knife. But he braced himself from the harsh words that would soon fall from this beautiful woman's lips.

"What the hell do you want!" She stepped aside to let him enter to her apartment. C.C. knew that this didn't involve anyone else in the pent houses around, so standing out in the hallway was a necessary don't.

"I want to talk to you," his voice was calm as his own tears threatened to fall over his eyes. Just seeing her like this tore his heart apart in ways that couldn't be mentioned. "We've left on some bad terms and I want to fix them before we both head off in other directions."

"What's there to fix?" She asked as she closed and locked the door behind them, "leaving like this is for the better."

"How is it for the better, C.C."

"It just is." She didn't want to give away the real meaning behind her sentence. But it was out in the open and she knew that with the type of man Niles is, he wouldn't let it go.

C.C.'s sentence held a meaning of hate, love, lust, worry, fear. The sentence held ever emotion known to man. She was leaving because she was in fact in love with Niles, but her family wouldn't approve so she couldn't stay and be with him, but letting him know that would only make matters worse. If only her family wouldn't disown her if she married the help. Talking to him was a big no no in her family. Addressing him only when she needed something was all her family would approve, but she had let herself fall for this man and now it was causing her more trouble than she had ever thought possible for her life.

It wasn't like she could give up her fortune for him. No. C.C. would gladly give it up. But working for Maxwell Sheffield wouldn't get her very far and she would be broke in no time. Most of his money can from the inheritance that his father had left him, he would never run out of money for his family, but C.C. would. They couldn't build a family on a low income. It wouldn't be right. If C.C. has a child, she only wants the best for her son or daughter. And trying to build around that, wouldn't work. She knew she couldn't lie to her family about it because they would soon or later figure it out and it would cost her more than just money to get out of that one. If B.B. found out she had fallen for the help, it was upwelling what would follow.

"But it can't be, C.C. I can't leave like this. I'm surprised that you can," he cried out into the air. "I know even you have more feelings than that."

"No, I'm afraid I do not, Niles."

"You're really going to turn me down because I have no money?" But she didn't answer. "C.C., I can make you happy without money. I can give you love and sometimes love is more important than anything." Niles stepped away from her, afraid of what she might throw his way. "Haven't you seen Fran and Max? And I know I have more class than her. Why can't you just give this a chance?"

"You know how my family is, Niles! Can't you understand this? They would disown me if I were with you. And as lovely as it is hearing you say that you could love me over money, I just can't have it."

Niles didn't know if she was being sarcastic about her last words, but he would take all he could get from the woman that drove him crazy everyday. He knew that there was a spark between the two of them. Niles could see a sparkle in her eye each time that they were around each other, when he entered a room, when they were teasing each other. So. Why wouldn't she at least give some thought into this? Was she that afraid of her family? Or that afraid of falling into something that once she got in and had to get out, she would have nothing left? But chances were there to take, rules were made to be broken. Niles would do everything to convince her to let them both try something new, something they hadn't felt before. But this was C.C. Babcock and she most always gave the answer no.

"But you work for Maxwell Sheffield! He's rich, too. You'll be fine, C.C."

"You obviously haven't seen my paycheck."

"Does money really mean that much to you! Can't you just give up a little?"

She slammed her hand against the wall beside of her. "Damn it, Niles. No! Money does not mean that much to me. But I cannot build up a family on the money that I get from him and the money you get from him. Do you really want to try to raise a family on this economy!"

"Why can't we try? What's so wrong with that?" Niles decided that she was vulnerable enough to actually let him touch her, so he moved closer to her. "Anybody can get through this. If they can, we can. Wouldn't it be a big enough offer to just try and see what could come out of it? Too see what kind of family we could have on our own."

As much as she hated to admit it, Niles was right and she knew it. There was no way denying that he didn't rasie a valid point in this whole argument. C.C. wanted to pull him toward her and kiss him with all the passion that had been built up inside of her from the moment that she had started working for Maxwell. But it was too early on in their conversation to even think about kissing Niles. When the time came, if he still wanted this, she would give into him and let him know the real reason for her backing out each time. But as for right now, tears going to pour down her eyes, and her body is shaking like a seizure. C.C. didn't know how to control herself at times like these and she wanted nothing more than for Niles' arms to be wrapped around her to console her now, but like before, it's too early.

"There's nothing wrong with that," she took a deep breath in trying to get a hold of herself enough to speak. "I – I just don't know how."

"You don't know how to do what? Commit! We'll work on that together."

"How? How do I know this is right, though? That I'm not making a mistake. Because once I'm into this, I know there isn't a turning option left in the picture."

"But you can't go your whole life not knowing. Could you really go through the rest of your life wondering what could have been?"

She sat her tissues down on a coffee table in front of her, that being the most movement she had made since Niles walked through her door. C.C. hadn't felt like moving, a fear that if she did, that none of this would be real and she would wake up gone without Niles. She had decided now that not knowing was worse than her family disowning her. Fran had been right this whole time, but hearing it from Niles and letting her heart think about it, had really pulled her through this mess. If she would have just listened to Fran telling her not to listen to her mind, they wouldn't even be fighting right now. They would be off, asleep, in each others arms.

"No."

She stepped up to Niles with courage. She knew this is what she wanted and she knew this was her rightful placed in life. She had denied it up until now, but she wouldn't go the rest of her life wondering when she could know for herself. This wouldn't be a story for her, this would be reality. And reality meant more than dreams most of the time. Just like love meant more than money. If C.C. could have realized that before now – she would have been a happier person, with a family, a great job, and a husband that could love her for everything she's worth in life. And finally – their lips touched for the first time in the twenty years they had known each other.

Niles let his hand travel it's way down her backside, past her bottom, and down her leg. He picked her up into his arms and carried her through the large pent house of her's. She showed him exactly where her bedroom was as she was ready for this more than he was. All this passion and sexual tension that had been held between them would make this more prominent for them both. But Niles didn't want this just to be a vulnerability one-night-stand and then he lose her forever. Because he was all in this, he was ready to fully commit to her. Niles wanted C.C. forever in his life as his wife. Doing this now would be a big step for the both of them.

She looked up into his eyes, her eyes pleading with his. Her body ached for his touch. C.C. lips burned with the want to feel his. Her desire came from all the years that she had dreamed of being with this man. So many times she had fantasized about this moment. C.C.'s wishes were coming true in every touch coming from his fingers. She keep wanting more. Guess this is coming from a man who serves others. She smiled up at him, she wouldn't ever let him know what the thought was that invaded her mind at this point in time, but it was a good thought that left her cheeks burning red.

"You know you're the first man to see the inside of my apartment." Her whisper filled the silenced air behind them, but C.C. regretted saying it the moment it escaped her lips. She braced herself for what insult was coming out of her lover's mouth next.

"Well. That's because every other man is disgusted just by looking at you. Why would they want to see the inside of your lair?"

She turned her head to the side and let out a soft sigh, she held back the tears that threatened to fall, "I'm being serious." C.C. turned her head back to face him. "You're the only one I've thought enough of to let see the real me."

Those words entered Niles' hearing and he would have never thought such poetic words would have left this woman's mouth. He didn't know what to say back, but to just let his hands work their way with her. Those words meant more to him than anything else could have. Her love had been hidden this whole time and he couldn't that she had actually confessed it to him.

Her clothes were quickly gone with slick movements from her lover. C.C.'s heart beat became faster as their sexual drives were heating up. She let her hands travel through his hair as he lowered his mouth to the core of her body. Niles let his tongue lick around her clit as his lips suckled. She arched her back with pleasure. She knew she couldn't last long with him driving her so crazy. It had been a while since she had any intercourse, but she was happy that it was now with her future love.

Her thoughts were empowered by the amazing feeling that coursed through her body as he let a couple of finger slip inside of her. As good as it felt though, C.C. wanted him inside of her. Before she could pull him up, though, she went over the edge with an orgasm that she hadn't felt before. Her body shook with pleasure and sweat dripped down her. C.C. hadn't felt that kind of pleasure before. The whole thirty-six years she had been around. Niles definitely knew how to treat a lady.

She pulled him quickly back up to her and she ran her hand over his member. Niles' eyes shut for a moment before he opened them back up to look into her eyes. His lips were placed upon her's, letting his tongue explore each part of her mouth. Her taste drove him crazy. Niles knew he would have to enter her soon before it was a little later than necessary. But he didn't want to rush this moment that they had between them. It had taken them this long to get to this point, he didn't want to rush anything.

But as C.C. jerked her hips up to meet him, he entered her slowly. Niles gripped the sheets beside of his love. She was tight around him and caused him tremendous pleasure. Her thrusts met his each time. Ever so often, she would arch her back. He was good in bed, at that, C.C. couldn't deny. And as she had multiple orgasms, him being good in bed, was an understatement.

Another, yet wonderful, orgasm took them both over. His sweat came down onto her body as their lips locked again for another deep kiss. Each thrusts stopped as their orgasm ended and Niles pulled out of her. He hadn't felt love like that either. To think that the both of them would get to experience this whenever they wanted, just made everything better. Now neither had to leave the Sheffield's.

"C.C., I love you."

She knew it was right. It would be okay to say it bad. "I love you."

Author's Note: This was longer than I actually had thought it was going to be. But since all my One- Shots are so short, I wanted this one to be special(: So. I hope you love. Review. Thankies! :D