[A/N: Many appreciations to the reviews. I'm going for something a little different here, so bear with me.]

Part II
Niles had become very adept at watching. His butler duties, or more appropriately lack thereof, often gave him ample amounts of time in which he could watch what went on around him. It didn't take an Oxford-educated man long to clean a toilet, especially one that was never used. Maxwell Sheffield had also employed too many for such a small family and estate, but Niles didn't blame him; the man was used to being surrounded by servants.

Niles had always been a curious person, interested in seeing rather than acting. He'd learned at a very young age, at the elbow of his butler father, how much a person could learn just by watching. His father had taught him those skills to excel at his lot in life; if the butler could anticipate that his master would be thirsty before the master need ask, that was an exceptional butler. His education at Oxford whilst accompanying Maxwell had only honed his skills, as he'd taken several courses that prepared him to be a barrister.

It always struck him as particularly cruel that Maxwell's parents had requested that Niles accompany his future master to university, but it wasn't in Niles' parents' natures to be inquisitive of their masters. Niles knew it wasn't to keep Maxwell in line—the man cowered in fear at the line and would never dare cross it—but rather to help him with his studies. Maxwell excelled in the arts and possessed a kind heart, but the sharpness of his brush strokes didn't quite mimic those of his mind. And so it was put to Niles, the chubby servant boy with such a bright mind, to watch over Maxwell.

Too often that had meant Niles completing the work for Maxwell, but the oldest Sheffield was always eager to learn how Niles solved the problems and analyzed the issues. Common sense wasn't something with which young Maxwell was particularly endowed, either, and it brought out a protectiveness within Niles. He didn't mind looking after Maxwell, whom he'd spent so much time around that the two were akin to brothers.

For a while, even, Niles and Maxwell seemed to forget what they truly were. It was during the summer months, when Niles had accepted a fellowship at a local business, that both sets of parents—Niles' and Maxwell's—had come down upon them. The blame went entirely to Niles, of course, who spent the summer refining his baking skills with his mother while Maxwell spent the time in the south of France with his own.

The smallest soupcon of bitterness coursed through Niles' veins, and it was always at its strongest when Maxwell's guests gushed over Maxwell's college-educated ward. It was such a gift, they regaled, to have a servant with half a mind. It's hard to find good help these days, Niles told himself silently. The talk inevitably turned to how Maxwell managed to keep him, at which point Max always changed the conversation to the marvelous statue in his foyer.

It was a question Niles used to ask himself over and over in his younger days, especially after he followed Maxwell to America. The strictures of propriety and the legality of contractual obligation seemed such petty things with an ocean between Niles and Maxwell's parents. With the Sheffields still employing his parents and his parents still heavily relying on that income, though, Niles knew there was little he could do. The Sheffields would support his parents for the rest of their lives and it was far too morbid for Niles to maintain hope of freedom after his parents were freed from that support.

Rather, Niles employed his trademarked British stoicism and accepted his situation as it was. Once Maxwell married Sara, the house became a home and Niles enjoyed the makeshift family that formed from it. There were also many more people to watch, so Niles' brain kept itself reasonably occupied throughout the day.

So the butler watched. He watched Maxwell Sheffield Productions falter and fall, only to rise from the ashes with the help of his new secretary. He watched Margaret grow into a chubby toddler and watched Sara's belly grow with Maxwell's first son. He watched Sara and Maxwell's relationship strain and eventually thrive when they got the rhythm of it. He watched Maxwell grow increasingly dependent on his secretary's counsel.

He tried watching the secretary as well, but she was one of the most inscrutable people he'd ever met. He could get a handle on most people, not because people were transparent but because Niles was so damn good at it. But there was something about this secretary, this CC, that he couldn't read and it fascinated him.

Her luscious blonde hair and bright blue eyes didn't hurt, naturally, but Niles knew enough to know his place. While he couldn't quite crack her shell, Niles could see well enough to identify money. Even if he were blind, he'd be able to hear money, smell money, and feel money coming off of her. This was a young woman who'd known virtually every luxury of life, and it hung about her like an expensively woven cloud.

He'd known what their relationship would be the moment he'd opened the door for her. She hadn't looked past him; she'd looked through him. Here was a woman trained to ignore the help. She'd granted him the smallest of nods when he'd opened the door for her as she left, but even that was fraught with her upbringing. This was the help, not the servants, and help must be acknowledged. Niles had received enough tiny nods in his life to realize that.

Even though he knew they'd never have any sort of friendship, Niles still wiled away time by watching her. He was determined to figure out how that shrewd mind worked and the harder it was, the more ardently Niles tried. He watched as the secretary became the assistant, a move that he suspected was Sara's more than Maxwell's. He watched as she performed as much work as the executive producer and yet didn't receive so much as producer's credit.

Her eyes like blue ice ships smoldered with fire whenever Maxwell referred to her as his assistant, but the blonde bombshell remained silent. She remained less silent when the bawdier backers made comments about not minding having their own secretary, which gave Niles a strange sort of pleasure. It was a relief, at least, to know that this hyperintelligent secretary-turned-assistant had a spark in her.

It was mesmerizing, in a way, to track CC's time and growth in the Sheffield household. She and Sara became extremely close; at times, Niles even glimpsed a softer, more approachable side of CC when she and Sara would laugh like they were still prep school girls. The strain that CC felt in her relationship with Maxwell was obviously not evident in her relationship with Sara.

Niles watched as Maxwell passed on Cats, despite CC's insistence that it was a gem. He watched as Maxwell produced a cycle of reasonably successful plays followed by flops. However much Maxwell listened to CC's business and financial savvy, he refused to listen to her advice about the actual plays selected. On one of Maxwell's more stubborn days, Niles watched as the Babcock Volcano slowly rumbled and followed her hopefully into the kitchen, knowing this could be an opportunity to glimpse her mind.

"Water," CC ordered through clenched teeth.

"Sure you wouldn't want something stronger?" Niles asked innocuously.

CC rounded on him, her signature blonde ponytail swinging from her right to left shoulder. "Excuse me?"

"I was only wondering if you'd like something other than water, miss," Niles said, taken aback by her tone.

"If I had wanted something other than water, I would have asked for something else, servant," CC snapped. The force of her anger swept over Niles like a gale-force wind.

"I don't recall you asking for anything," Niles muttered. He stalked to the cabinet, pulled out a glass, and filled it with water.

"Well, you're a presumptuous little butler, aren't you?" CC shot back.

"Your water, miss," Niles said, giving an exaggerated bow and holding out the glass. CC didn't take it.

"Lemon," was all CC replied.

Niles stood and glanced around for show. "You seem to have taken all the lemons to color your hair, blondie."

For the slightest moment, Niles thought he saw a smile crack her face, but when he blinked, all he saw was a thoroughly pissed off socialite. She opened her mouth to reply but decided to storm off instead.

Niles grinned and had too much fun replaying the situation in his head to wonder why his heart was pounding so.

Any joy Niles felt lingering from their exchange dissipated the moment he opened the door the next day. He almost didn't recognize her, as her waist-length blonde hair was now a dark, mousy brown. It wasn't that Niles didn't find brunettes attractive—most of his girlfriends at university had brown hair—but it seemed that CC had chosen precisely the most bland, uncomplimentary tone for her.

It occurred to Niles later that she had. He watched as the brunette assistant quelled her retorts to her executive producer boss. He watched as she replaced her pencil skirts with baggy suit pants, chosen specifically to hide the curves even Maxwell noticed some days. He watched as the backers stopped making bawdy comments and started making financial ones. He watched as she pulled away from Sara, staying within the confines of her work-focused brunette assistant role.

Niles came to realize that he might never crack the shell to get the gooey woman underneath, but he could understand more about her by her actions. The fact that she came from money and probably had a decent amount but still worked as hard at work at Maxwell did indicated that she wanted more from her career than a paycheck. That she still worked for Maxwell despite the obvious obstacles for any sort of promotion was still a mystery to Niles, but he'd come to know in time.

Above all, CC's actions told Niles that she was a woman who desperately wanted to be taken seriously, and he suspected this desire ran deeper than wanting Maxwell to promote her.

Despite his better judgment, Niles followed CC out of the office one day. She stood silently, waiting for him to fetch her jacket. She gave him a slight nod as he helped her slip her arms through and then stood again, waiting for him to open the door for her.

"You don't have to do this, you know," Niles told her.

"I know, Niles, but I don't want to deprive you of the pleasure of opening doors," CC replied. "I know it's your favorite part of your job."

Niles almost threw back a jibe but stopped himself. He had a greater purpose here, and battle of the wits was not it. "I meant this act you're doing."

"Act?"

"The brunette with the Annie Hall getup," Niles explained. "It's not you."

"And how exactly do you presume to know who I am, servant?" CC lashed out. Her anger only proved his point.

"Miss Babcock, I know it isn't my place—"

"It's shocking to hear that you actually know you have a place, you stay in it so seldom," CC remarked.

"—but you're part of this family we have here," Niles continued as though she hadn't said anything, "and that means you can be who you are. Even if you are snide and snobbish."

CC watched him as though he were a poisonous snake who suddenly wanted to cuddle.

"You think that making yourself less beautiful means more men will take you seriously. You think that dressing like you have Maxwell's old suits means he might make you partner. And you think acting like a meek little mouse will win you respect. None of those things are true," Niles told her.

The most curious thing happened as he spoke: the blue ice chips turned into the Atlantic in August.

"Have a good evening, Miss Babcock," Niles said as he opened the door. CC left the house silently.

The next Monday, CC swept past Niles with a new blonde bob and a navy pencil skirt. As she closed the office door behind her, Niles heard her demand producer's billing on their upcoming production.

"Atta girl," Niles said with a smile as he shut the front door.