A/N: Thanks for the reviews, I really appreciate them =). Here's the next chapter, happy holidays everyone.

~*~

Niles is positive that the women before him are impostors. He watches them from the dining room, idly polishing a silver spoon as he peeks through the narrow opening of the door. The woman who is apparently Fran is seated on the arm of the couch, filing her nails and prattling on about some sale at Lohemans' while she-who-calls-herself-C.C. sits in said couch going through a screenplay Maxwell faxed her late last night. Both are in matching house shoes, sharing an identical cup of iced coffee and seemingly at peace beside one another.

Completely unacceptable.

One hour in a Jacuzzi and apparently he'd missed out on everything. Maxwell had called earlier, apparently his mother was revising her will (the real cause for the reunion) and in no uncertain terms he was staying for another week to suck up. Niles had tried to tell him that something was going on between the two women in his life, but so long as they weren't at each others' throats, his employer was satisfied.

But honestly, was C.C. actually laughing at something Ms. Fine had said with the intention of making her laugh? He speed walks into the kitchen, pulling out a few ingredients and starting up the stove

"Oh now where on earth did I put the crepe pans?" He says, raising his voice a touch louder than necessary

Not ten seconds later, the lithe brunette is in the frame of the door, telling him not only where they were, but how she wants hers done. He interrupts her order, patting the islands' counter top

"Have a seat, while I make them."

"Gee Niles you're in a good mood. Did one of Mr. Sheffields' irregular suits fit you?"

"No, nothing like that." He clears his throat and begins to nonchalantly prepare the food, "I'm just so happy to see that you and C.C. are getting along at last. Any reason for that?"

Fran shrugs, "Gee I don't know. Maxwell asked her to keep me company, she's probably just doing it to make him happy. She made me feel real better about the fight I had with Val, we talked it over this morning too." she smiles, tracing around a cutting board, "It was nice."

"C.C. Babcock offered emotional support to someone that wasn't...C.C. Babcock."

"Yeah, ya know everyone gives her a hard time, but there's a sweet gentle woman deep beneath all that booze and neuroticism."

"WELL YOU TELL HIM TO BLOW IT OUT HIS-Oh never mind it's right here."

Niles gives Fran a look and she shrugs, "I told you, you gotta dig deep. Why do you care all of a sudden?"

Niles turns to the stove, "No reason."

Fran grins, stepping behind him, "Aww, I think someone's afraid Ms. Babcock is taking their place."

"Of course not. The only place that woman could take is first at the dog show."

" Now come on, tell the truth." she pokes his side, "It's okay to be jealous."

"I am not jealous."

"Oh, so I guess you don't mind that me and her are going to La Russus for dinner tomorrow."

"You're going on a date with Ms. Babcock?"

"No not a date!" She swats his arm and he chuckles, flipping over one of the crepes, "A girls' night out. We've done it before when me and Val weren't talking. You're welcome to come."

"And by come do you mean drive you in the town car?"

"Thanks, Nilsey you're a peach." She kisses his cheek and spears two of the crepes

~*~

C.C. checks herself in her compact mirror, sparing a glance at the clock. When she'd called, Nanny Fine had been in the beginning stages of getting ready. Having thought that if anyone it would be herself who would be late, C.C. had sped through video conferences, struggled with her newly injured Pomeranian, gotten ready and battled her way through traffic. As she pulled into valet she'd called again and been informed that Fran had just finished "exfoliating" whatever the hell that meant.

Honestly, who is Nanny Fine kidding? What does it really take? Throw on a pair of neon high heels, cut some holes into a shower curtain and-

"Ta-da!"

C.C.'s mind comes to a full halt. Well she had said formal wear but well…my god. Her hair is pulled back in a neat bun with a thin bit of red velvet. Her dress, uncharacteristically long, hugs her form in typical Nanny Fine style. Black with smoky gray glitter at the edges and a gray wrap with red studs accent the outfit perfectly. It was as if the brunette had bothered to open up an actual fashion magazine instead of those catalogs that came in through the mail.

C.C. waves her over, wishing she'd stuck with her usual business suits instead of the cream colored dress that offered up copious amounts of her easily flushed skin. Surprise is what it is really, Nanny Fine actually showing some sense of décor; it's a wonder she hasn't fainted from shock if anything. Nonetheless her fingertips toy absently with her shawl as Fran takes a seat opposite her in the small booth.

"Gosh I'm so sorry I'm late. Niles got a little distracted."

"Did someone throw a Frisbee?" C.C. retorts, hauling her thoughts back in order

Fran shakes her head, "Geez, you're worse than him. You know ma always says there's a thin line between love and hate."

"Yes and that line is a knife. The man is the bane of my existence."

This time Fran laughs, nodding a thank you at the waiter who sets their glasses down and hands them their menus.

~*~

And much like every time C.C. spends time of her own free will with Fran she finds herself pleasantly surprised at how much of a bad time she's not having. It's a given that the nanny is a tad…boisterous, but it's why she had the tact to choose a booth close to both the band and the bar. Having bonded over selfishness C.C. explains over drinks her choice ("I don't care what that little prat of a butler says") not to date.

"Isn't that just because you're in love with Mr. Sheffield?"

"Yes…no! No, not just because of that. Maxwell, well he's safe and consistent and he has that irresistible way of directing the stagehands."

Fran stirs her drink, "Yeah and he looks great naked."

"What?"

"Nothing, nothing." she finishes the rest of the glass's contents and calls for another, "Ya know Ms. Babcock I think you're just afraid to trust people. I mean Max is great, he's handsome, charming, cute little accent, but you can't spend your whole life waiting for the guy and not opening yourself up."

"Yes I imagine you'd know a lot about opening yourself up." she dodges the olive thrown at her nose

"You know I do. They say if you've never had your heart broken you've never truly loved. But it doesn't do any good to have it broken by the same person over and over again. I adore Max, but until he's willing to admit he's got the hots for the help I'm living my life. End of story."

"You're right." C.C. pauses, the look of bewilderment mirrored in Fran's face as well

"Man, how strong they makin' these things?"

~*~

After that the drinks began to appear considerably more often. In an attempt to explain her game strategy for black Friday Fran had squeezed in next to C.C., constructing a diagram out of napkins, toothpicks and tiny shot glasses to stand for people. At this point there's enough to form a good sized crowd. Sitting down evens out their heights and C.C. finds her chin resting on the other woman's shoulder, struggling to understand the rapid movements that the shot glasses are making through the toothpick isles.

"Then wham! Bam! You're in the parking lot and they're still looking in the half off bin."

"Amazing." she breathes, "Utterly…amazing."

"Okay are you being sarcastic sincere or just drunk?"

The blonde takes a moment to think about it before replying, "All of the above."

Fran begins to nod then stops midway and just looks confused. C.C. laughs, actually laughs and when she sees the way Fran's face lights up she just laughs harder.

It isn't until the band takes a break and their voices begin to carry throughout the restaurant, that their waiter approaches them to settle the check and offer to call a cab. Because it's closer and to be honest neither can remember the address of Maxwell's house they decide to go C.C.'s apartment. They giggle in the cab ride and Fran reveals a few secrets about Niles that C.C. forces herself to commit to memory for future ammo. In return, C.C. tells her about the time Andrew Loyd Weber invited her to a dinner party and she went without telling Maxwell, only to have a picture show up in the society pages of her and Andrew arm in arm.

"Maxwell was furious! He positively ravaged me."

"Glared and shut the door in your face didn't he?"

"Not in my fantasy. Why are you on the floor?"

Fran looks up, "I'm looking for the key, drunkey McBoozen."

"The one in my hand?"

And then they have to stop to laugh about that.

Finally inside C.C. put a finger over her lips, whispering that the evil mutt Chester had broken his leg and her neighbors were prisses when it came to noise. Nodding Fran inches towards the couch, tripping over a rug and falling onto it. Before she can burst into the inevitable giggles C.C. kicks off her heels and presses a hand over her mouth. Fran wriggles, shoving it away,

"I wasn't going to laugh." she hisses.

"You were too. You and that incessant voice of yours. If you wake that mutt I'll-"

"Oh, what crush me with your boobs? I mean pardon me, but do. You. Mind?" C.C.'s knees are on the ground her upper half leaning against Fran since she'd put her full weight when silencing the other woman

"Oh please if I was Maxwell you'd be in heaven."

"Oh, honey if you were Maxwell you wouldn't be the one kneeling."

C.C. somehow manages to choke on air, but can't find stir up the willpower to pull away. Instead she finds her voice dropping, "Is that so Ms. Fine?"

Fran gave a soft chuckle, sitting up and pulling C.C. beside her, "Is that the game you want to play?"

"I've no idea what you're talking about." She has his accent down perfectly after twenty five years of practice

"You never do. Oh Max."

And then she reaches out her hand, to pat C.C.'s hair like she always does to Maxwell when she can get away with it. It's something entirely innocent, but C.C.'s cheek is turning into that touch, her lips landing in the other woman's palm. The last thing she remembers as her eyes close is the scent of perfume as Nanny Fine's hand slides up and into her hair.