(Author's Note: This installment is based on the episodes "The Engagement" and "Homie-work" from Season 5, with more of my own creation to fill in the gaps and move the story along. One more surprise is in store for CC in this chapter, I hope you enjoy it!)

CC's anger quickly faded away, leaving her feeling hurt, sad, and quite lonely. She had decided to tell Niles the truth about the baby when she had gone over to the Sheffields house that day, and hope she could convince him that he was the father. But that stunt in the hospital had completely changed her mind. Now, she was going to keep the pregnancy a secret from him, from everyone if she could. She wasn't sure how she'd manage it, but she was a Babcock, and Babcocks can do anything they put their mind to. She took advantage of the time Niles had to stay in the hospital to work, getting caught up on many things that were left undone while she was dealing with her morning sickness, and figuring out ways of working from home if she had to. Her plans for dating Niles had changed to list of ways to avoid seeing Niles.

For the first month, it was remarkably easy, as Maxwell and Nanny Fine did everything they could to keep the two of them in separate rooms if they were both in the house. Maxwell really put his foot down with her, saying "Niles doesn't need any additional stress while he's recovering, CC, and the way you two bicker, you might just drive him to have another heart attack, and I won't stand for it!" Of course, neither Maxwell nor Nanny Fine had any idea about the true relationship between her and Niles. They didn't know they had become lovers. They didn't know she loved him and was carrying his baby. Funny, he doesn't know those little details either. That little voice of hers just wouldn't shut up. It didn't help that she had to follow all of these new rules courtesy of her doctor. No drinking, no smoking, less stress, more green vegetables, it was quite the list. She did the best she could to follow it. She bought a dozen different books on pre-natal activities and baby care. She was approaching motherhood with the same determination and effort she applied to her work. She kept every appointment with her doctor, telling Maxwell she had to be at the theater and then heading there after her appointment. One of the hardest things for her to deal with was seeing Maxwell and Nanny Fine together. Apparently they had admitted their love for each other after Niles' brush with death, and now they were often to be seen hugging or kissing around the house. She didn't want to think about what else they might be doing, it reminded her of that scene in the hospital and how much she missed being with Niles. The other hard thing was not speaking to Niles. She never realized how much their banter meant to her until it was gone. But she secretly agreed with Maxwell, he needed to be as stress-free as possible, and so she did her part to avoid contact with him. There were only a handful of times they were in the same room, and during those times she shut down and pretended he wasn't there. It was too tempting to rush over to him, embrace him, tell him how grateful she was that he was going to be OK, and that she loved him. She would usually leave the room as quickly as possible to avoid giving into that temptation.

She had several appointments with Dr. Bort and she told him the whole truth about the pregnancy. Dr. Bort didn't quite know what to think. He kept asking, "Is this the same Niles that you've told me makes your life a living hell and not worth getting out of bed?" CC would nod, "Yes, that's the man." He tried to encourage her to tell Niles about the baby, that she'd feel better if the truth were out, and she could use the additional emotional support that Niles would provide. She put her foot down, "No, he wouldn't want this baby, I don't want him to have anything to do with this baby. She's mine!" It sounded like she was trying to convince herself of that as much as she was trying to convince her doctor. Dr. Bort knew how stubborn CC could be, so he bided his time; he had some time to keep working through this with her, and hopefully before the baby was born, he would win the argument.

Meanwhile, Niles was feeling just as miserable. He had his own list of do's and don'ts to follow, although he cheated here and there with some of them behind everyone's backs. His sweet tooth just couldn't be denied. Mr. Sheffield had gotten a stationary bike set up in his room so he could get his daily exercise, and the family did without a butler for a month while he recovered. They also ran interference between him and Miss Babcock. He would get only an occasional glimpse out a window when she was coming in or leaving. He desperately wanted to apologize for what happened at the hospital and to tell her how he felt. But as time went on, he began to wonder if he'd gone too far. The few times their paths would cross within the house, she would give him such empty looks, like she was looking right through him, and leave the room as quickly as she could. He even missed their bickering battle of insults! Finally after a month of near solitary confinement, he was able to slowly start back to work. The doctors told him not to rush into his regular work schedule, but take it gradually. The family did help a great deal, even the children. He felt very lucky that he had their support to help him get through this. He only wished CC had been a part of it too. He feared he had ruined the best thing in his life with one stupid act.

During that month, CC found she didn't need the medicine for her stomach quite as often, and in fact her appetite was quite good. She was gaining more weight than she expected, but her doctor didn't seem too alarmed. Dr. Michaels said at her next appointment they would do an ultrasound and try to get some pictures of the baby and check her heart rate. CC was excited about maybe being able to see her baby for the first time. She decided she wanted to have a little girl. She would sit in bed at night wearing Niles' jacket and talk to the baby. She would play a game where she'd ask the baby what kind of name she would like. "How about Genevieve Guinevere and we'll call you GG? Or Josephine Jacqueline and we'll call you JJ?" In her mind, she had already decided to name the baby Lucy Susanna after the girls in "The Lion, The Witch, and The Wardrobe". She couldn't call the baby Lucy Susan, that was too similar to Lazy Susan and she didn't want her to be teased about her name like she was as a child. If by chance it was a boy instead, he'd be Peter Edmund after the boys. Knowing that Niles loved the world of Narnia as much as she did, she felt they were names that would connect the baby with its father. She was still firm in her belief that she couldn't tell Niles about the baby. The hardest part was dealing with everything by herself. Her hormones were all over the place some days. Now that Niles was out and about, she couldn't avoid him like she did before. They resumed their bickering and bantering, but it grew edgier, meaner and much more personal than it ever had been before. The only line she wouldn't cross was any statement like wishing he was dead. Because deep down, she really did still love Niles and didn't want anything to happen to him. She just couldn't get past the hurt feelings of how he treated her that day.

CC took the entire day off for the day of her two-month checkup. She had purchased a camcorder, and was going to ask one of the nurses at the doctor's office to record her ultrasound session. On the off-chance that someday, somehow, Niles found out about the baby, she didn't want him to miss these once-in-a-lifetime moments. She was going to record them so she could watch them again and again herself and maybe someday, share them with Niles. She got to her doctor's office early, she was so excited to see her baby for the first time. When she was at work, she was the epitome of the Bitch of Broadway, but in private, or at the doctor's office, CC became someone else. She was much more calm and relaxed, and looked like someone looking forward to being a mother. She was still very afraid, there were a lot of risks having a baby at her age, but she truly believed this baby was a miracle and was probably the only chance at a baby she had. The nurse took her into the examination room and she climbed up onto the table. She had gained enough weight to start wearing maternity clothes already outside of the office. She would have to get some clothes made to wear to work that just made it appear she was gaining weight, that was on her plan for the day after her appointment. When the doctor came in with her assistant, CC asked if the assistant could record this with her camcorder. Dr. Michaels smiled and said, "Of course! We'd love to help you document this joyous event." Dr. Michaels was glad CC's mood had improved from the first time she had come in after finding out about the baby. She spread the gel over her abdomen and started looking around, while the the assistant panned the camcorder back and forth from CC's stomach to the monitor. The doctor scanned her entire stomach at least twice, frowning in concentration, making CC worry about what was taking so long. She asked in a slightly worried tone of voice, "Doctor, is there a problem with the baby?" Dr. Michaels finally looked up at CC and smiled, although it was a tight one. "No, CC, I wouldn't say there was a problem, exactly. The issue seems to be... there are two babies in there."

CC stared at her, her mouth a small "O" of shock. Dr. Michaels moved the ultrasound equipment around and speaking to CC as well as the camcorder pointed out there was clearly one heartbeat on the left side, and another one on the right side. She began to wipe off the gel as the assistant shut the camcorder off. "It appears you are carrying twins, CC. This changes things dramatically, as you've increased your risk a great deal. We probably will want to get you off of your feet before you reach the third trimester to ensure they stay in there as long as possible and so we can monitor you, we might even want to hospitalize you." CC teared up, the problem of hiding the pregnancy just got twice as hard. She nodded, "I'll see what I can do, Doctor. Do you want me to come back in two weeks?" Dr. Michaels nodded, "And if you encounter any difficulties, spotting, bleeding, pain, call in." CC went straight home instead of shopping as planned. She couldn't keep this a secret from everyone any more. If she was going to have to be in the hospital for three months - or more - she needed to tell Maxwell the truth.

It was late in the afternoon, so she called the business line, and waited until he answered the phone. "Maxwell, this is CC. I know you're probably terribly busy, but could you come over to my place? I need to talk to you about something of a private nature, and I don't want that yetta of a butler involved." Maxwell paused. "CC, I would, but I have some very important plans this evening. I have to stop in at the theater to finish up some paperwork on our new production and I have reservations at the Rainbow Room for a very special event." CC swallowed and said softly, "Maxwell, this is quite possibly a matter of life and death. I promise not to take up too much of your time, but I really need to talk to you here, in private, today." Maxwell thought for a long moment, he could hear the desperation in CC's voice, and she sounded sincere. "All right, CC, I'll grab what I need for the theater and come to your place first." She sighed, "Thank you, Maxwell," and hung up the phone. She probably had about 30 minutes to figure out what she was going to say to Maxwell, and to ponder how she could disappear for several months without giving away her secret.

He was putting what he needed in his briefcase when he saw Niles walk down the hallway outside his office. He called out "Niles!", and Niles came into the office. "Close the door, would you, old man? I have a favor to ask you. I've made dinner arrangements tonight at the Rainbow Room for all of us and Fran's family and yourself, of course. Everyone is meeting here before going over to the restaurant. I need to make a couple of stops first, can you make sure everyone is ready?" Niles nodded and frowned, "What is the occassion, sir?" Maxwell turned around, smiling, and pulled a ring box out of his pocket and flipped it open to reveal a large diamond ring. "I'm going to ask Miss Fine a very important question, Niles, do you think she'll like it?" Niles grinned, the happiest he'd felt since he had the heart attack, and stuck out his hand to shake, "Oh yes, sir, she'll love it. Congratulations, sir!" Maxwell reached out and shook his hand. "Now, not a word to Fran, Niles, it's a surprise." Niles shook his head, "Oh no, sir, not a word." Maxwell pocketed the ring, gathered up the papers into his briefcase and headed out the door. He needed to get to CC's quickly and make up some time at the theater if he didn't want to be late to his own engagement.

Niles just stood in the office for a moment, on the one hand very excited for Mr. Sheffield and Miss Fine. They were obviously very much in love, and that Mr. Sheffield was able to express his love and be ready to make a commitment to her made him very happy. On the other hand, this reminded him of the unhappy end to his tryst with Miss Babcock. They fought far more than ever. He was pretty sure she was upset by the situation as well, and was turning to food to compensate. While it looked like he was picking on her by putting food in front of her all the time, he hoped maybe she'd see he was being helpful and it would open a door for them to talk. No luck so far though. He sighed, and went into the hallway just to run into Fran. He grinned widely for an instant before remembering that it was supposed to be a secret, and tried to wipe the smile off of his face before she saw it. Fran, of course, noticed immediately and pounced, "What is it, Niles? Dish!" He shook his head, "I can't say a word," and pretended to lock his mouth shut and throw away the key. He then grinned at the loophole Mr. Sheffield had left him. It only took a short game of charades for him to tell Fran that Max was going to propose. She knew at once that that was the reason for the Rainbow Room reservations that night, and headed upstairs to pick out exactly what to wear to her own engagement.

Max hadn't been over to CC's apartment in quite awhile; they always worked either at his house or at the theater where they were putting on a production. He rang the doorbell and waited for her to answer the door. When she did, he was shocked at her appearance. It was obvious that she had been crying and her clothes... well, he couldn't remember ever seeing her dressed so casually before. He could have sworn she was wearing sweatpants and a large over-sized T-shirt! She waved him in and he took a seat in the living room. "Maxwell, what I'm about to tell you is a secret, you cannot tell Fran, the children, and especially not Niles. I'm only telling you because I'm going to need an extended leave of absence from work and you'll need to know why and I'll probably need your help." Max got very nervous, afraid that his long time business partner was seriously ill and would be getting some kind of treatment. She had definitely not been the same since Niles had the heart attack. He nodded, "I give you my word, CC, I won't tell anyone, you can speak in complete confidence." She sat down in a chair across from him and rested her hands on her stomach. Taking a deep breath she said, "Maxwell, I'm pregnant with twins."

Maxwell just stared at her in shock. He had mentally prepared himself to hear something like "I have cancer" or "I need a transplant." The idea of CC being pregnant was so completely outside the realm of possibility in his mind. "Pregnant? You're pregnant? But you aren't married, you've not been seeing anyone. Wait, is it that Chandler fellow who broke up with you?" CC shook her head and laughed, "Who the father is doesn't matter, Maxwell, but because I'm carrying twins and am a bit older than your average first time mother, it's a very high-risk pregnancy. My doctor wants me to be hospitalized for the final trimester. That means I've got three or four months to make arrangements before I need to disappear for awhile." Max got up and began to pace the room, "I don't understand why this is a secret, CC, I mean, you know we'll all help support you in any way you need, Niles and I both helped out Sarah when she was pregnant with the children, we could help you... too." Maxwell's speech slowed to a stop as he saw her tense when he mentioned Niles. His eyes widened with understanding, "NILES is the father of your babies? How the hell did that happen?" CC's lips twitched and her eyebrow went up, "Well, I would think you'd know how that works seeing as you've fathered three children of your own, Maxwell?" He sputtered and blushed, that proper British reserve making him embarrassed at the turn in the discussion. "But... but... but you two hate each other! You fight like children all the time, I don't think I've ever seen the two of you treat each other in a civil manner." She waved a hand, "Yes, that's all true, but for a short period of time a couple of months ago, things changed. Now that they've changed back, I don't want him to even know about the babies."

He sat back down, "Oh CC, you can't keep this from Niles, he's going to be a father, he needs to know!" She stood up and now it was her turn to pace. "NO! After that juvinile stunt at the hospital after his heart attack, I've decided I don't want him to be involved in my children's lives. We don't need him, I don't need him!" Max frowned, "Oh CC, he was still on all those pain medications, he probably didn't know what he was doing." CC gave him a glare and he repeated softly, "Well, almost probably." CC went to the door. "I know you have a busy evening planned, and I won't keep you any longer. I'll let you know what my arrangements are going to be as soon as I've finalized them, and how you can help me." Max went to the door and gave her a peck on the cheek, "Congratulations, CC, I am happy for you, and I will help any way I can." He left to head to the theater and CC went back to her thinking.

Max finished up his work at the theater, noticed that he was running late, and called home to tell Fran he was on his way. Before he left, he sat and had a brief heart-to-heart talk with Sarah, his late first wife. It had surprised him to find himself falling for Fran, he had loved Sarah so much and never thought he would ever be able to love another woman. But somehow Fran, in her own unique way, had put his broken heart back together again, and now it was beating for her. He hoped Sarah would be happy for him, and for the children, that they had Fran in their lives now. As he was leaving via the stage room door, he was ambushed by a group of muggers. They roughed him up a bit, took his watch, wallet, and Fran's ring and left him in the trash heap behind the theater. Fran, knowing what an important night this was to both of them, got worried when he still didn't arrive, and headed for the theater to find him. She found him in the trash heap next to the stage door, just regaining consciousness. He ended up pulling a pop tab from a pop can in the garbage and slipped it on her finger and asked her to marry him. She joked with him, "Oh this is so sudden...." and when he asked, "What is your answer?" she said, "What do you think?" before kissing him senseless. She helped him to his feet and back to her cab. He didn't want to go to the hospital, so she took him home. They would celebrate their engagement another night, the important thing was they were now engaged, and very happy.

The next three months were a blur for everyone. The Sheffield and Fine families along with Niles were all busy with wedding preparations. CC was busy with baby preparations and making arrangements for her planned disappearing act. She coordinated with Dr. Michaels and Dr. Bort, and pretty soon had everything in place. They made arrangements with a private hospital out in the country called Pinehurst where she would spend the last part of her pregnancy. She had Max come over to her apartment to review everything with him. She gave him a key to her apartment so he could come and get Chester and take care of him while she was gone, collect the mail, and get any paperwork related to work that she kept there. She also gave him the phone number for Pinehurst so he could call if he needed anything. However, she made him promise to only call from her apartment, because she didn't want Niles to find a way of contacting her. Just like when Niles was recovering from his heart attack, she didn't want any additional stress to put any additional risk on the babies, so avoiding Niles seemed the wisest course of action. She had a second bedroom in her apartment that she used as an office. She hired some movers to bring the furniture over into a corner of her bedroom, and prepared to turn the room into a nursery. She found a store that sold baby furniture that assembled it on site and soon had an extra large crib, changing table, dresser, and a rocking chair set up. Dr. Michaels wanted to see her every week as they got farther along, so she began taking Friday afternoons off for her appointments and would go baby clothes shopping. She still kept the pregnancy a secret from everyone but Maxwell, and she made him promise not to talk about it at the office or the theater where anyone could overhear them. They referred to it as "The Project". So he'd ask her how "The Project" was coming, and she'd tell him that everything was fine, or on schedule, or something like that. She began carrying an oversized briefcase that was an old art portfolio from college that she could hide her body behind. She made sure her family wouldn't come for a surprise visit by telling them she was remodelling and staying at a friend's house until the work was complete. She focused her energy on a new rap-based musical that Maxwell was working on. All of her doctor appointments were recorded on the camcorder. When she had her five-month check-up, Dr. Michaels did another ultra sound and this time she could see her babies spines as well as their heart beats. She didn't want to know if they were boys or girls, but had revised her name ideas. She desperately hoped for one boy and one girl so she could use the names she already had planned on, but if she had two girls they would be Lucy and Susan, and if was two boys, Peter and Edmund (although she'd call him Eddie). She kept playing with middle names and decided she'd finalize that after they were born. After the exam, Dr. Michaels said, "I think you are starting to dilate, which isn't uncommon with twins. However since this is such a high-risk pregnancy, I think we need to get you off your feet as soon as possible." CC nodded, "I'll try to find a situation in the next week to put our plan into action. Let them know at Pinehurst that I'll be coming soon."

That next week they were doing try-outs for the lead in this rap musical they had been working on. CC took every opportunity to rile up Niles, and their comments back and forth were some of the harshest either could remember. Nanny Fine, of all people, tried to help Maxwell out, and managed to get a gift wrapper instead of a rapper. Somehow with only 24 hours to work with, she converted the nerd into a singer good enough to satisfy the musical's writer. As they paraded into Maxwell's office to close the deal, the door was closed in CC's face, with Niles right behind her, ready to needle her about being left out (it had been a theme for the past week that with his engagement to Fran, he wouldn't need CC around any more). *This is it, time to put my plan in action.* She let herself appear to become unglued and began acting very strangely. Niles, sincerely worried that she had snapped, followed her into the living room and saw her sink into a chair. "I think you've finally gone crackers!" He grabbed the phone and called up Dr. Bort. As he was trying to explain what had happened, CC turned to face him and the phone and said loud enough to be heard through the phone, "Grandmama? Is that you?" This was the code phrase she had set up with Dr. Bort that it was time to make her disappearance. Niles responded, "Yes, dear." Dr. Bort asked Niles to bring CC down to his office so he could evaluate her in person. Niles hung up the phone, and gingerly helped CC to her feet. As they got to the front door, she glanced back at the house one last time, not sure when, or if, she'd ever see it again.

During the drive to Dr. Bort's office, she kept talking to Niles like he was her Grandmama, and spoke in a child-like voice. It was one of the few times the two of them had been alone since Niles' heart attack. CC took advantage of his attention being focused on driving to watch him. She had missed him so much, the more playful banter they used to have and the surprising passion they had found in each other's arms. It felt like a treat to be able to just look at him, the way his reddish blond hair was mussed and out of place, his blue eyes when they'd glance her way, looking at her in concern instead of anger for the first time she could remember in a long time. The last four and a half months had been absolutely miserable for her. She had started hating herself for keeping his children a secret from him, but she had gone too far now to go back. When they arrived at Dr. Bort's office, Dr. Bort spoke to her for awhile, and then left her in his office and spoke to Niles out in the waiting room. "I think she's going to need to get some treatment in a supervised environment, if you know what I mean, Niles?" Niles nodded and said softly, "Will she'll be able to have visitors at the... hospital?" Dr. Bort paused, not expecting this request. "I'm not sure, we'll have to see. I'll let Mr. Sheffield know her status when I can, all right?" Niles frowned, "Why would you notify Mr. Sheffield?" Dr. Bort sighed, "Because CC signed a waiver allowing me to discuss her medical situation with him in case of emergency. I think this will qualify. Thank you for bringing her in, Niles." He waved towards the door. Niles didn't move, "May I.... say goodbye to her?" Dr. Bort appeared thoughtful and nodded. He brought Niles back into the room. CC was sitting motionless on the sofa. "CC, Niles is going to go home now, and he wanted to say goodbye." CC stood up and walked up to him. She whispered, "Goodbye, Grandmama" and leaned forward to press a gentle kiss to his cheek. Niles swallowed, feeling certain that his tormenting comments had pushed his beloved over the edge, and was overwhelmed with guilt. He wanted to take her in his arms, but didn't trust himself to touch her. Instead he whispered, "Goodbye, CC, take care of yourself. I........ I.... I love you." He closed his eyes in pain that the first time he spoke those words to her, it had to be under these circumstances. He leaned forward and pressed a kiss to her forehead. Because his eyes were closed, he didn't see her eyes widen at his declaration and start to fill with tears. As he pulled away she dropped her head, and he turned and walked quickly to the door.

They stood there waiting until they heard the outer door close and Dr. Bort said softly, "Are you sure you want to go through with this, CC? It's obvious the man loves you, and will love those babies." CC looked up to stare at the door, longing to follow the man who had finally declared his love for her, but knowing she couldn't. The tears began to run down her cheeks, but she didn't bother to wipe them away. She rested her hands on her swollen tummy and nodded, "Yes, I'm sure. Let's go before I change my mind..."

To be continued...