A/N: Here goes the third chapter... set before, during and after the much loved babysitting scene! Once again, this story is a humble attempt to flesh out and expand all the moments that Liza and Charles shared over the course of 5 seasons as they fell in love. It is woven around what we actually got to see, expanded with their thoughts and feelings with some 'extra' material to elaborate their story and trace their journey through this lovely relationship. Hope I have done this beautiful moment of theirs justice. Enjoy :) And thank you for the reviews for the previous chapter.

Disclaimer: I don't own Younger, any of its characters or their scripts and stories.

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Chapter 3

Liza rushed through the office behind Diana who was firing questions at her at rapid speed. It was the night of the PEN Awards and her boss was all aflutter. And that made Liza's life hell.

"Did you get everything on the list?" snapped Diana.

Liza hurried to keep up with her. "I got your fake eyelashes, and your spanx and…"

"Shhhh…" interrupted Diana. "Charles!"

Liza felt her stomach flutter as the Empirical boss' tall form suddenly loomed up in front of them. 'Now Liza, keep a hold of yourself,' she muttered to herself, knees feeling distinctly weak again.

"Hi, Diana," said Charles and then turned towards Liza and smiled. "And, uh, Liza right?"

Liza felt her insides liquefy instantly. The way her name rolled off his tongue, in that deep, husky, manly voice. She swallowed and grinned at him stupidly as her brain went to mush.

"Right!" was all she managed.

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Liza walked up to the beautiful brownstone and knocked nervously. She was annoyed when Diana had interrupted her much needed wine night with Maggie to order her to babysit Charles' kids. But she had to admit, she was a little excited to be at his house, to see him again, even if it was going to be very briefly before he went out for the evening.

She drew in a quick breath when he opened the door, standing tall and handsome, dressed in a black tux with a perfectly tied black bow tie.

"Liza… Hi," said Charles smiling as he stepped back to let her in.

She opened her mouth to speak but no sound came out. So she settled for following him quietly with a goofy grin on her face.

Charles was surprised when Diana had volunteered her assistant as his babysitter and was feeling guilty about having taken up Liza's evening. But truth be told, he was also a little excited to have her in his home.

Liza looked around at his gorgeous, and enormous, home as she walked up the stairs, wondering whether the elegance and beauty of it was the handiwork of his ex-wife or whether it reflected his own impeccable taste.

She suddenly noticed two glum little girls sitting side by side on the staircase. She felt a little wave of affection for them, as they sat there in their pajamas, clearly unhappy that their dad was going out for the night.

"Hi, I'm Liza," she said gently, knowing from experience just how to deal with shy little girls.

"This is Bianca. That's Nicole," said Charles with a soft smile, trying to coax them to talk.

Looking at his silent daughters, he was starting to feel even worse about leaving them. Just as he was debating whether to cancel his plans, he saw Liza crouch down in front of them so that she was at eye level.

As she began a conversation about Polly Pockets, he watched her admiringly, marvelling at how gently and effortlessly Liza drew his normally shy and reserved children out. His heart swelled with affection as he watched the three of them interact.

Before Liza knew it, the girls had grabbed her by the hand and were arguing excitedly about whose playroom she should go to first. She laughed as she followed them up the stairs, turning around once to look down reassuringly at Charles. She felt gratified at the expression on his face… a mixture of relief, admiration and joy spread across his handsome features.

Her heart did a little flip when he grinned up at her as the girls dragged her upstairs.

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Charles chuckled at the video Liza had sent him. His girls dressed as zombies, pretending to eat Liza's brains while she yowled in mock pain. He felt a strange sensation in his chest, like the icy grip around his heart was loosening its hold.

He suddenly had visions of evenings spent with his daughters and Liza, playing games, toys spread everywhere, rolling on the floor in fits of laughter. And a wave of happiness washed over him.

A loud burst of applause around him brought him out of his daydream and he shook his head at his foolishness.

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They sat across from each other, glasses of whiskey in their hands, talking softly. Charles had returned from the awards and poured them both a drink, feeling faintly surprised when she'd wanted his scotch and not a 'younger' beverage.

Liza felt a little flutter low down in her stomach every time he spoke, his voice made even huskier by the soft tones he was using. He had undone his bow-tie and it was all Liza could do to not reach out and run her fingers over that bare spot at the hollow of this throat that was now visible in an enticing 'v' above his shirt.

There was a strange atmosphere of intimacy in the room, and it was oddly unsettling. They smiled a little awkwardly at each other.

"The girls were angels tonight," said Liza.

Charles sighed, "This divorce has been rough on them."

The expression on his face broke Liza's heart. She could hear the worry in his voice and she could identify with his fear… the crippling fear of screwing up your child because your marriage was screwed up. And his children were much younger than Caitlin had been when she separated from David.

She stopped herself from reaching out and holding his hand.

"Well, you must be doing something right," she said gently, hoping it would reassure him.

Charles smiled. It was sweet how she was trying to make him feel better and it sent a strange warmth through his heart to hear the concern in her voice. He knew there was no way she could understand what he was going through but he appreciated her reassurance nonetheless.

He shrugged, taking a sip of his drink, "It's a mess,"

Liza nodded sympathetically, wishing she could tell him that she understood, that she knew what it was like to have a spouse who let you down.

She suddenly grinned, trying to lighten the atmosphere. "That's okay. Messes make people interesting. The messier the better."

Charles grinned back at her.

"Name any great artist," she challenged him.

"Uh… Beethoven," he said after thinking for a moment.

"Alcoholic father," pat came the reply.

"Kurt Vonnegut."

Liza grabbed her phone, "Searching… Keep going."

"Jonathan Franzen."

"Oooh… Messy divorce," she said, chuckling.

"Woody Allen."

"Uh… Please!" she rolled her eyes.

Charles chuckled, thoroughly enjoying this unexpected and witty repartee. That it was happening with a 26 year old was not lost on him. She really continued to amaze him.

"Vonnegut!" Liza suddenly exclaimed. "Mom committed suicide," she said grinning triumphantly.

Charles found himself grinning back at her. "So now we're taking pleasure in other people's misery?" he asked, laughing softly to let her know that he was only joking.

Liza shook her head, "No. We're taking solace in other people's misery. And we should do it frequently in order to maintain our sanity."

Charles felt his eyebrows shoot up into his head. For a second he was speechless.

"You sure you're twenty six?" he asked in wonderment.

Liza froze, before giggling uncomfortably and squirming in her seat. 'Shit!' she thought. 'Shit, shit!'

Her phone buzzing was a welcome distraction and she quickly grabbed it, reading the text from Josh.

"A friend's walking me home," she said, as she started gathering her things.

Charles felt a wave of disappointment wash over him at the thought of the evening ending. He felt an overwhelming desire to ask her to stay. To pour her another drink. To name more great artists and have her tell him why their lives were messy. To listen to her soft voice as she amazed him, again and again, with the wisdom and depth of knowledge she possessed.

'Get it together Charles,' he admonished himself as they both rose and smiled, awkwardly, uncertainly. Both hesitating, as if wanting to say something more.

Was he imagining things or did she look reluctant to leave too?

Liza hovered, making small talk, grasping for things to say to him so that she could keep the conversation going. It was as if she was silently willing him to ask her to stay. She would've said yes in a heartbeat.

"You don't want to keep your young man waiting," she heard him say and that jolted her back to reality.

'Young man?' For a second there her brain didn't register what he was talking about. And then realising he was referring to the text from Josh, she ducked her head and looked embarrassed.

'He doesn't know you're 40 years old Liza,' she told herself. But she couldn't help it. It was as though she didn't want him to think there was anyone else in her life.

Charles looked at her expectantly, a faint, ridiculous hope rising in his chest that she was going to deny that there was a young man. A foolish desire that she would somehow abandon her plans of walking home with this 'friend' and sit with him a little longer.

He tried to tell himself that he didn't feel disappointed when the denial didn't come. He really tried.

And as she walked away from him after a softly muttered "good night," he was still racking his brains for a way to get her to stay. Just for a minute more. A minute more of him being able to enjoy her presence, to feel the oddly wonderfully warm sensation he had felt all evening with her.

"Wait," she heard him say as she reached the stairs. And her heart leapt. He was going to ask her to stay. 'Please let him ask me to stay,' she prayed.

She turned towards him, heart in her mouth, knees wobbly as per usual.

But the flicker of hope in her eyes turned quickly to disappointment when she saw him holding out money… her fee for the night of babysitting.

'Foolish girl,' she mentally scolded herself.

He thought he saw a flash of something on her face as he held out the dollar bills… Disappointment? Could it be?

Her fingers brushed his as she took the money and they both started at the jolt of electricity that shot through them.

Their eyes met and held for a moment. Neither spoke as the atmosphere around them shifted. It was unspoken but it was there. The faint stirrings of desire, the inexplicable urge to keep talking, to stay near each other.

Liza reluctantly broke the silence. "Thank you," she said smiling softly at him. "I'll see you at work."

'Walk away Liza,' she thought as she willed her feet to listen to her brain. 'Walk away now before you do something you regret.'

Charles watched her leave, resisting every fibre in his being that ached to ask her to stop.

She turned and smiled at him from the top of the staircase and his breath caught in his throat.

'Stop. Stay. Just for a little while,' said his brain.

But "Good night" is all that came out of his mouth.

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Liza lay in bed, thinking about her evening and her conversation with Charles. She'd had a lovely time with his girls, who were just adorable and reminded her of Caitlin at that age. And afterwards she'd enjoyed even more just sitting and chatting with Charles. It had felt so easy, so comfortable, so right.

She could almost picture them doing this every evening – lounging around with glasses of scotch, discussing books, authors, literary greats, the classics, exchanging witty banter, swapping likes and dislikes… She imagined they would never run out of things to talk about.

She'd never felt a connection like this with anyone before. With David, it had been boring… comfortable, but boring. They didn't have much in common apart from a shared home and child. With Josh… well, if she was honest, there certainly wasn't any intellectual connection there.

But Charles… he brought her to life. He challenged her mind, made her think, pushed her intellectual limits and made her want to push his too.

And it wasn't just her mind that he stimulated… She felt her entire body tingle whenever he looked at her. She could drown in the deep blue pools of his eyes if she allowed it. When he said her name in that deep baritone of his, she felt like she could melt on the spot if she'd let go. If she allowed her mind to wander, she could imagine his hands trailing down her body, leaving her aching and greedy for more. If she gave in to her fantasies, she could picture him kissing her, deep and intense, his large hands buried in her hair, his lips crushing hers.

Her phone buzzed loudly, jolting her out of the fantasy. She could feel herself blushing as she fumbled for the device on her bedside table.

[Charles] The little zombies woke up briefly when I checked on them and wanted me to tell you that you are their new favourite babysitter. Thank you again, Liza.

Liza found herself grinning widely.

It was my pleasure, she typed back. And then remembering how worried he had looked about his kids, she added, And Charles, you really are doing a great job with them.

Charles had just climbed into bed when his phone buzzed. He grabbed it and saw Liza's name flash on the screen, surprised that she was still up. Her words touched something deep in his heart. Her reassurance about his children brought him a strange sense of comfort. As if her opinion was what mattered most to him.

He smiled softly at his phone and started typing, Thank you for that Liza. It means a lot. It's been rough and I'm doing the best that I can. But I always worry that it just isn't enough. Single parenting certainly isn't for the faint of heart.

He re-read his message and marvelled again at just how much he felt comfortable revealing to her. His friends, his wife, always accused him of being a closed book, of shutting down whenever things got tough. Yet here he was… pouring it all out to someone who he'd only just met.

He hesitated but only for a moment before hitting send. With a sigh, he lay back, not expecting her to reply. 'She probably already regrets having texted you back Charles' he thought as he closed his eyes.

The three dots had appeared almost as soon as Liza had pressed send and she settled back against her pillows, feeling a little thrill run through her that he wanted to keep texting.

She read his reply and her heart went out to him. She suddenly felt the urge to hold him, to tell him it will be alright, to reassure him that it got better with time, that his girls would love him no matter what and most importantly, that he needed to spend enough time healing himself too.

She felt frustrated and helpless that she couldn't say any of this. So she took a deep breath and typed out a quote from the depths of her memory that she hoped would convey all that she wanted to say.

[Liza] It's easier to build strong children than to repair broken men.

Charles' eyes flew open when he heard the phone vibrate again and he grabbed at it like a desperate man.

He felt his breath constrict and his heart expand when he read what she'd written.

'Frederick Douglass!' he marvelled. Was there no end to the knowledge that lay in her beautiful brain? How did such a young woman possess so much depth and understanding? And for the second time that evening he found himself wondering if she truly was 26 years old.

His fingers hovered over his phone, and he started typing, I'll confess Liza, it's not easy. To raise my girls, run my company… There are times when I don't know what I'm doing, how I'll manage or how to even make it through the day. And the nights… the nights are the worst. Being in bed alone, when all I want is a warm body next to mine, someone whose hand I can hold, someone to talk to, to share things with.

He suddenly paused and hesitated, reading his message again. Shaking his head, he erased it all and typed out a fresh text before putting his phone aside and turning off the lights.

Liza had been staring at the three dots for quite a while now, and was starting to panic. Had she gone too far? Was that why he was taking so long to reply? Had she said too much? Was he upset that she was crossing a line? 'Stop spinning out Liza' she told herself as she tried to be patient.

When her phone pinged she read his words eagerly.

[Charles] Quoting Douglass? I'm truly impressed with you Liza. I'll ask again… are you sure you're 26? It's not often I meet young people who are so widely read. I look forward to some great conversations in the future. It's late, you should get some sleep. Thank you again for babysitting the girls.

Liza sighed, as disappointment crept through her.

'What had you expected Liza?' she mentally castigated herself. 'Did you think he was going to lay his heart bare to you?'

She lay back once again and typed, I look forward to it too Charles. See you at the office. Good night. She hit send and placing her phone back on the nightstand, turned out the lights.

Staring into the darkness, she willed sleep to come. Prayed for the storm in her mind to settle. And wished for the fluttering in her stomach to stop.

Charles rolled over in his bed, trying to find a comfortable spot. His mind was wandering, and it was going places that made falling asleep very difficult. Images of Liza were flashing through his brain… images that he had no business having. Sighing loudly, he plumped his pillow, a little more aggressively than he needed to and buried his face in the soft cotton.

'Shit… This is going to be a problem,' was his last thought as sleep finally took over.