Disclaimer: I don't own any part or character from The Nanny…

A/N: Short little one shot set during "An Affair to Dismember". Niles and CC need to cool off

Niles was sitting in the jaccuzzi tub off the side of the hotel pool. He had already gone for a swim and now was relaxing in the hot tub. After thoroughly searching Miss Babcock's room, and dealing with the strange mood she was in, he still hadn't found his wallet

He had gone down to the bar, downed a few drinks in succession, and decided that since he wouldn't get any more gambling in, he could cool off at the pool. So he had changed into his trunks and headed off to enjoy the water.

As he sat in the jaccuzzi, he replayed the day's events. Mr. Sheffield seemed like he was actually moving forward with Miss Fine. Baby steps…heck, smaller than baby steps, but eventually, he knew those two would end up together. He smiled. And then there was Babcock, that woman…that infuriating…sexy woman.

"Sexy?!"

What was he thinking?

"Niles, you animal! I've never seen this side of you"

What was the look in her eyes when she had said that? He closed his eyes and looked at the scene from an outside perspective. He saw her looking at him, nearing closer to him with a definite look of what…lust? Miss Babcock? Attracted to him? He frowned a little and concentrated on the scene in his head again. Yes, she was definitely coming on to him.

"Blast it" he said out loud to the emptiness around him. "I was so focused on finding that wallet that I missed a real chance at getting lucky."

Wait, he thought, did he actually just wish that he had explored the situation with Miss Babcock? He loathed her, didn't he? He found her repulsive…well, he knew that wasn't true…yes, he did make fun about her appearance, but he couldn't deny she was a very attractive woman.

He thought of her blonde locks, her piercing blue eyes. He let his imagination trace the curves of her body, from her shoulders, across her voluptuous breasts and over her hips. His body started reacting to the daydream he was having.

"Oh Niiles. You don't have to pay me"

What was that about a hand puppet? Feeling the heat emanating from his lower region at the moment, he regretted not taking her up on her offer. Without thinking about it too much, he let his own hand wander and settle for the only relief he could get at the moment.

CC couldn't sleep. What was wrong with her? She had pretty much thrown herself at him. What had come over her?

"Don't play coy. I'm getting what I came for. I'll tie you down if I have to."

He had seemed so determined, so forceful. She shivered.

"What is wrong with me" she said to the room. "I'm actually still turned on by that…that Butler!"

She stared up at the ceiling, running her hands through her hair. She couldn't deny that she had been attracted to him tonight…hell…attracted to him in general. That passionate kiss they had shared in the Sheffield living room had kept her going for the better part of the last year. It only took a few seconds after bringing the image into her head for her whole body flush with excitement.

"I need to cool down", she thought. "I'm going for a swim!"

She hadn't expected on being totally alone, it was Atlantic City after all, so she was very grateful for the quiet time to think. Taking off her robe, she dove into the water without a sound, letting herself slowly glide up to the surface. She flipped over onto her back and let herself float around, enjoying the coolness of the water against her skin, and looked up at the black night sky. With all the neon lights, she couldn't really see any stars, but in her mind, she felt them twinkling over head.

"Why am I attracted to that servant?" she asked herself.

"Ok, if I take servant out of the equation, he is cultured, educated, witty (she smiled), handsome (he looked better in Maxwell's suits than Maxwell did), and he never let her get away with anything. It was that last part that meant the most to her, if she did, in fact, let her thoughts go there. She appreciated the capacity that he had of matching her at every turn.

"Why does that package come with the word menial stamped across the forehead?"

She turned over and started to do the breast stroke.

"Why do I care so much about that stamp?"

"Because I'm a Babcock, and Babcock's and Servants don't mix" was the immediate reply, the one she had been raised with, and had drilled into her head over and over by her mother.

"Well, Babcocks don't have real jobs either, and I have one of those, don't I? I didn't let mother make me give up my career, even if she thought it was beneath me to have one. So why am I letting her words rule my heart. Shouldn't I listen to that first?"

"Argh, what do I want?" she dove under the water, hoping to erase the confusion that was threatening to drive her mad. When she resurfaced, she was just on the other side of the jaccuzzi area. It was then that she noticed that she wasn't alone. She was just about to return to the other end of the pool when she heard it.

"Oh CC…" came a short rasping plea.

"Niles?" she thought to herself. What was he doing out here? She swam a little closer, slowly so as not to make any sound.

"Mmmm, that feels so good." He moaned into the night, oblivious that the woman of his current fantasy was only a few feet away.

CC was in complete shock. It was one thing to have fantasized about Niles, and that in some of those fantasies, he actually returned her affection; it was a completely different thing to see it with her own eyes. She heard him moan again and she felt the immediate reaction at her core.

In that moment, she knew she had a choice to make. She could swim away, heed her mother's warnings and be a true Babcock, or she could act on her feelings, listen to her heart, and finally live the dreams that she had been yearning for.

The decision was surprisingly easy.

She eased herself out of the pool and padded over to the jaccuzzi and lowered herself in as quietly as she could. Glancing around making sure they were really alone, she removed her bathing suit, took a breath, and slowly closed in on Niles.

"Oh God" he hissed.

"I'm flattered, but CC will do when we're alone."

Niles froze and opened his eyes. "CC…" he gasped.

"See, that wasn't so hard." She smirked at him and leaned in for a kiss and reached below the water. "Oh, but this is."

"Aaah..CC..what … what are you doing here?"

"Well, I came down for a swim." She nuzzled his neck "When I saw you were here all by yourself, I thought you might want some company. Especially after I heard you call my name." she smiled seductively at him again. "How did you know I was here?"

"I, uh, I didn't…call your name…did I?" Her presence so close to him was messing with his mind. He couldn't think of anything to say.

"Oh, but you did. Now, what did you want Niles?" The way she said the word want made him shudder with need.

"Uh, CC…are you sure about this?" Given the situation he had been in before his vision had materialized in front of him, and what she was doing to him now, he knew it wouldn't take much to leave all rational thought behind.

"Very sure." She emphasized her point by placing a hand on either side of him and pressing herself fully against him. He hadn't realized until that very moment that she was not wearing a suit. He almost lost it right there. Capturing his lips in a searing kiss, he pulled her even more tightly against him. He could only think of the beauty in his arms, and from the response he was getting, he knew she felt the same.

It took only a few seconds for him to get rid of his trunks and he grabbed her hips and helped guide her to him. Their joining was passionate, urgent and explosive, leaving them panting and completely sated.

CC pulled back and looked directly into Niles' eyes.

"Come on Butler boy. Now that I know how much help you can be, I have a few things in my room that require your …skills."

He growled and quickly followed her back to the hotel. It had been a lucky night after all.