When they reached the landing of the stairs before his bedroom, he looked at her over his shoulder as he reached for the doorknob. She smiled at him shyly and then looked down at his hand in hers.

He opened the door and she shoved him gently into his room, bumping the door shut behind her.

"Easy, woman!" He grinned.

She giggled in a way that made him nervous about what she was planning in her pretty little head. She stepped towards him and he backed up until his legs were against his bed.

She paused and looked at him for a moment, studying him. She wanted to jump his bones after those kisses. She couldn't believe he had brought her up here. It made her excited and nervous all at once. She hadn't been with a man in a while. And she hadn't been with Niles, ever.

She stalled. She put her hands behind her back and looked around his room with a goofy smile on her face. "So... This is where you would cook up all your best evil schemes against me?"

He followed her eyes around the room and chuckled. "Some of them, yes. But you won't find any evidence. I'm not that sloppy," he winked. She chuckled.

"It's funny I'd never set foot in here all these years."

"You always said you wouldn't go near it," he joked.

She smirked. "No, I said that about your mattress."

"Ah, I see." He nodded with a chuckle and sat down, wiping her lipstick from his mouth. She smiled at him and he patted the spot beside him on the bed. "This is your last chance. Tomorrow this might not even be my room anymore."

"Might?" She asked as she moved closer to the bed, suddenly anxious to be near him. Her nerves were pulsating so strongly that she almost couldn't bend to sit down. She hoped the question would distract her as she got near to him again.

"Well... It all depends on whether I can bear waking up here every morning since... I mean... since-"

"Since I said no?"

He looked up at her but didn't answer.

She rubbed her lips together and sat down next to him. "You don't have to go if I'm resigning."

She nudged him playfully and added, "I wouldn't be here to taunt you. You wouldn't have to put up with this face," she grinned in an exaggerated manner and batted her lashes at him to cheer him up.

He smiled at the face he would kiss even when it looked silly. He glanced down at her body. "When I quit, it wasn't just because you said no and that you'd hold it over my head. The thought of having to see you everyday after making such a fool of myself..." He looked at his hands clasped in his lap. "Or worse, not seeing you and having all of these memories of you in this house would just be..." He shrugged. "I couldn't imagine surviving here, alone everyday, whether you were here or not. Not after I'd already pictured a better future, a happier one... with you."

His heart started skipping beats as he realized how honest he was being with her while she sat closely beside him on his bed in his room. Perhaps he hadn't told her everything he could have on the stairs hours ago.

Niles thought about the time he had bought flowers for her and almost told her how he felt about her before she got dumped. This moment would have happened so much sooner. So much time had been wasted.

CC felt elated and awful at the same time. She felt tears fighting their way up and she swallowed them away. She knew exactly what he meant. He was the first regret she had had when she had been stranded in a car in a blizzard with Maxwell and Grace. She remembered thinking that if they'd never make it out alive, she'd never have the chance to be with Niles. Here he was, thinking his feelings were one-sided and that his heart was being ripped to shreds without so much as bothering her.

She needed him to know that it did bother her and that she did have a heart... and feelings... for him.

"Believe it or not, I'd miss you, too. Niles, I do care about you. You're-" He looked at her and it made her self-conscious. "Um, you're like... a limb to me."

He frowned. She was no good at these things.

"Sometimes I'll get those annoying pins and needles when it falls asleep but I wouldn't want to amputate it. I just need to slap it around a little before I can love it again." She smiled and he looked down. "It would be hard to live without it," she added, "Without... you." She blushed with her confession and scratched the front of her neck.

When she saw the reaction she had wanted: a genuine smile tugging at his lips, she felt it was worth it telling him and relief washed over her.

He decided not to question her use of the L-word.

It'll be hard for you to live without me? He wanted her to confirm what she'd just said. He thought he was hearing things. He was too afraid to ask her that, so instead, he smirked and asked, "You'll miss me?"

She looked down and smiled shyly. "Don't let it go to your head, bell boy."

"I love when you call me that."

She looked up and let her orbs travel to his lips. "It's supposed to be an insult," she lied. It was an endearment.

"It was. But not since that night... trollop." He placed his hand on the bed behind her and turned his upper body slightly in her direction, smirking.

She knew he was referring to the night of that kiss. On her lips, she could still feel the replay that had happened downstairs not a minute before.

She lifted her eyes to his and then looked at his lips again. She couldn't wait any longer. "Bell boy…" she murmured.

He crashed his lips to hers. When she kissed him back, he placed his hand on her opposite thigh. She crossed her legs towards him and rested her hand on his on her thigh.

He lifted his other hand from the bed and snaked it under her blazer. She pulled away from him and removed her blazer completely. He watched her with an expression as serious as the situation.

She reached out and ran her hands down his chest as if studying the contours hidden under his powder blue shirt. She lifted her hand up to his collar and nervously loosened his tie while she looked at him for his response.

He smiled at her. She was too nervous to return it.

He ran his hands down her arms from where her black top covered her shoulders to where her wrists rested near his chest and then he kissed her.

She relaxed a little and moved her hands to his buttons. He helped her unbutton his shirt and when it was open, she gingerly touched her fingertips to his undershirt before she pushed his shirt off of his shoulders completely.

He reached down and picked up her foot, removing her heel and ankle stocking. She rested her palms on the bed, leaned back and lifted her other leg to allow him to remove that one as well. She smiled when he did and she lifted both legs onto the bed.

She shifted away from him until she was leaning against his pillows at the wooden headboard. She ran her hands over the intricate, burgundy fabric of his bed linen.

"Make yourself at home," he teased.

She grinned and curled her index finger to beckon him nearer.

He kicked off his shoes, moved up the bed to sit to her right and leaned on his hand, facing her. She watched as his eyes travelled slowly down her body.

She could tell he was excited but hesitant to make a move even though his eyes were touching her so thoroughly. She'd never felt so wanted. Never before had a man ogled her like she was a sexual being, a beautiful woman.

She shifted onto her side and leaned over to kiss his cheek. As she pulled back, he followed her body and leaned over her, placing a hand around her to rest on the bed to her left. He kissed her and then took a hold of her hips to tug her down from her half-sitting position.

She gasped and her breathing quickened at his sudden force. She leaned her head down on the pillow and felt her hands tremble as she ran them over his chest. She hadn't realized how nervous she was.

With his legs still stretched out beside hers, Niles rested some of his upper body weight on her chest as they kissed. He lifted his hand from the other side of her to caress her hip.

He slid his hand under her black shirt and she jolted and pulled her lips from his at the feel of his fingers on her bare skin. He pulled his hand away, hoping he hadn't spooked her. He watched as she swallowed hard.

Niles had never touched her so intimately (and soberly) before. It thrilled her and she knew it had been coming but the sensation had still caught her off-guard. She caught her breath and shifted her body underneath his so that she was lying more comfortably.

She took his hand, which had been suspended between them, and guided it back to the spot on her hip under her shirt where it had been before. She took a deep breath, then sighed. "Okay, go ahead," she whispered and they smiled at one another before he dipped his head to kiss her again.

As they kissed, he ran his hand up her body to the edge of her bra, she arched into his touch and sighed into his kiss. He lowered his hand to her hips, down her side to her thigh and gently tugged her to pull himself closer. She lifted her leg and placed it around his after he slowly shifted more of his weight onto her. She was shocked when she felt his bulge at her thigh. This was all still so unreal to her. It made her thigh muscle twitch. When he ran his hand back up to her skin under her shirt, she groaned and whispered, "Just get it off."

He held his weight off of her and watched as she sat up a little and pulled her shirt over her head before he could do it for her. She tossed it aside and pulled him against her quickly, saying, "Don't look." She kissed him and he frowned and pulled away from her as far as she would allow.

"I finally have the chance and you won't let me?"

Her tummy dropped. She still couldn't wrap her head around the idea that he had ever thought of her in this way - that he'd ever thought of touching her and seeing her - especially after all of the insults.

"You know I'm not much to look at," she reminded him.

He looked at her pointedly. "I didn't mean any of that."

She pursed her lips and looked at him as though she didn't believe a word he'd said.

"I was trying to convince myself I didn't want you because I didn't think I could ever have you."

CC released her grip on him as she decoded his confession. She looked into his eyes to search for a sign that it was a lie - a tactic to sleep with her. She didn't find it.

She lowered her arms from around his neck and rested them loosely on his shoulders.

"You're beautiful," he whispered. Her eyes darted between his. He had said it once before at Maxwell & Fran's wedding but he'd been drinking that night. Still, she hadn't forgotten.

"You're sophisticated, you're witty..."

Her heart jumped. He hadn't forgotten either.

She watched as he lifted his body from hers and glanced between them and then up at her face before lowering his lips to her neck and then her chest.

"...You're sexy."

She swallowed as he slid his hand up from her waist to her bra just under her arm. She was sensitive there. She sighed as he kissed the tops of her breasts.

"Ahh, Niles..." She moaned in a quiet whisper.

He dropped his head onto her and adjusted himself in his pants at the sound of his name on her lips.

He moved further down and kissed her where the bottoms of her ribs parted. She inhaled sharply. He dipped further and kissed her above her naval.

"Uhh, come back." She mumbled in pleasure.

"No," he muttered and kissed her to the inside of her hip.

She bucked against him. "Come back!" She knew she wouldn't be able to control herself if he went any lower.

"No," he repeated, cheekily.

He reached for the button of her trousers and undid it. He looked up at her writhing body. She was pushing her ass backwards into the bed in an effort not to jerk into his face. The sight was turning him on.

He lowered the zipper on her trousers.

"Niles!" She warned and bounced up onto her elbows.

He grinned at her and moved up her body to kiss her again, this time reveling in the feel of being able to rest his lower half between her legs.

She moaned into his mouth, put a hand around his neck and pushed off of her other elbow to force him onto his back. She straddled his hips and he smiled up at her when he took in the sight of her bra-clad body above him. She wasn't shy about it anymore. He was glad she had trusted him to be honest with her.

She shifted against him. He felt his member twitch and knew she would feel it too. She bit her lip and smiled before she leaned down and began planting kisses on his lips and jaw.

He ran his hands over her back and eventually stopped at her bra, fiddling with it a few times and dying to unclasp it.

She pulled her lips from his, sat up and pulled his hands from her back. Then, she reached behind her and unclasped it herself. She held the open bra in place, suddenly unsure if she was ready for Niles to really see her. She watched for his reaction. He reached up and slid one of her straps down until it fell against her upper arm. He watched her face as he did the same with the other. She still hadn't released her grip on her cups.

He sat up from under her and began kissing her gently. He wrapped his arms around her lower back tightly, pushing his chest against hers and he smiled when he felt her pull her bra out from between them. He knew she would be more comfortable when he wasn't looking. She pushed her breasts against his chest and he sighed at the sensation.

Niles pulled her down with him and they continued kissing at a leisurely pace as he massaged the area on her back where her bra had been as if it were the one part of her body he'd always dreamed of touching.

CC reached down between them and undid his pants. He didn't stop her. She tugged them down and smiled when she looked up to see him watching her. She loved it when she could make him feel vulnerable.

He stretched his hand out next to them on his bed and pulled down the duvet covers to reveal the sheets.

He rolled her over onto her back and they kicked the covers out of the way of their feet. She covered her breasts with her hands when he lifted off of her. He pulled off his pants completely and then laid his hands at the waistband of hers. He looked up at her and she took a moment before she nodded. He slowly tugged her trousers down and sighed at finally seeing her black lace underwear.

He looked into her eyes and smiled as he traced his fingers along the leg of her panties from her outer to inner thigh. She frowned and quivered at his touch. He loved the little shake her body had produced so he did it again, this time lowering his fingers even closer to her center at her inner thigh. She jolted and hissed his name. He grinned and leaned down to kiss her hands that were shielding her breasts from his view.

He kissed both hands and then kissed the parts of her breasts that were unshielded. She wiggled and writhed below him. He rested his hips between her legs again and sucked on her fingers. She finally let go of her breasts and threaded her fingers through his hair. He licked and then kissed her left breast near her nipple, repeating the action on the other. She gasped in delight and wrapped her leg around his hip.

She was astonished to find herself in this position with him; not that she'd never secretly fantasized about it. She just never thought it would be a reality, especially without the veil of alcohol (or special, Chinese, herbal cookies).

He pushed his body against hers as he slid up to her neck. He licked her and then reached down to dip his fingers through the strap of her underwear at her side. She pushed her pelvis up against him and pulled his face to hers to make out with him forcefully.

She gasped audibly when she felt his fingers touch her bare core. She gripped his lower half tighter with her leg. She felt as though she was going to lose it soon. She reached down to tug his wrist from inside her underwear. The tension that had built up between them over the years was all stampeding to the forefront and she wasn't sure she'd be able to handle him touching her like this.

Niles wouldn't let her pull his hand away. He slowly touched her lips, drawing his fingertips up to her clitoris. She almost screamed at the sensation. She released his wrist and brought her hand up to grip her fingernails into his shoulder. She couldn't concentrate on kissing him. He began circling a finger on her nub in a constant motion and her breathing fluctuated.

She started to lurch against his hand and became self-conscious when she felt his finger nearing her entrance. She tried to stop him. She didn't want to be so vulnerable in front of him. She didn't want to be the first one to lose control. She wanted him to be in this too... But he made it feel so good. She whimpered and when she felt his erection push at her thigh and heard him grunt and moan a 'Miss Babcock', she realized this was affecting him as much as it did her. So she let him continue.

He slowly dipped two fingers inside of her and she emitted a deep gasp. She was immensely sensitive to his touch and started to clench around him before he moved his digits. He pushed his lips against hers and began kissing her deeply. He slid his tongue into her open mouth as he thrust his fingers into her. She gasped against his kiss and struggled to battle his tongue.

She pulled her lips from his and pushed her face into the crook of his neck, her whimpering cry filling his ears. She tugged at his ass as he continued to pump his fingers. He was hitting the spot. Already.

"Niles!" She cried. He moaned and continued his fingering.

"I- auh." He felt her clench around his fingers as her body jerked and she pushed her teeth roughly against his neck. She shook beneath him as intense pleasure washed over her.

She hadn't expected to come so soon.

He drew his fingers out and dragged them up to touch her clitoris. She kissed him as her pelvis lifted into his touch.

She was still panting when she traced the band of his boxers and started to tug it down.

"Damn it!"

"What?" She asked, worriedly and stopped her ministrations.

"I um... I don't have a..." He said quietly.

"A rubber?"

"A condom, yes."

He didn't want that to stop them. He wanted her so badly, for so long, and if she were still planning on resigning the next morning, this would be it for him.

She licked her lips. "We- I'm on birth control. I can uh... I can take the morning after pill." She blushed. Speaking about it made them realize how seriously intimate things were about to become.

He watched as her cheeks coloured. He smiled and she did, too. He leaned down to kiss her but stopped, feeling as though they were starting again. The break in their hazed and lusty rush had made them both stop to think.

As he looked down at her, Niles was suddenly as nervous as he'd been before she came up to his room. So nervous that he was afraid to kiss her. It was ridiculous. His hand was still resting in her panties and he couldn't gather the courage to kiss her?

CC noticed his hesitation. She lifted her head slowly, kissed him gently on the lips and then rested her head. He watched her. He seemed frozen in time as he realized his dream was about to come true. CC Babcock, her name rang through his mind.

She reached down and pulled his hand out of her underwear. She placed both of her hands on his cheeks to gain his focus and said, "Kiss me, Niles."

She woke him. His eyes seemed to come out of their stare and really look at her.

"This is happening." He said. It sounded like a statement but CC knew it was a question.

She lifted her knee higher on his hip and nodded at him.

He swallowed and smiled. Then he leaned down and started to kiss her gently, the way he had started it all in the kitchen.

CC smiled into the kiss and reached between them for the second time. She tugged his boxers down and his member sprang out to graze her lace delicates. She hummed at the contact. He reached for her underwear and she dropped her leg from around him.

Niles waited for the little lift of her hips that would allow him to remove them. When her pelvis rose off of the bed, he smiled and peeled the material off of her. He swallowed as he took in the sight of her fully naked body. But not for long. She hauled him against her and wrapped both legs around his ass. She used her legs to push on his upper thighs, just below his butt cheeks, in an effort to draw him closer. He knew she wouldn't wait and he couldn't either.

With his nose rubbing against hers before he kissed her, he aligned himself and slowly sheathed within her. They both moaned at the sensation. She clenched her muscles around him a few times and he could barely contain himself. He began rocking against her and soon they met a steady rhythm. When they did, she revealed something he never dreamed he would hear her utter: "I've... fantasized... about this."

His body jolted with electricity. He was stunned and rocked his hips against her more frantically as he leaned down to kiss her. "Me, too. Too often." He whispered between moans. She whimpered at the confirmation that he really had wanted her all this time.

Their movements became erratic and he felt the signs that she was ready. He delighted in having that carnal knowledge now - that insight of her body and her reactions.

As he drew out of her, he felt her tighten and knew he would be sent over the edge too as soon as he tried to squeeze back into her.

Niles pushed into her and she felt her toes curl and her entire body stiffen as she came. He pumped in and out of her a few more times; the friction she had created was driving him near to climax. He soon came, too, and bumped against her a few times before calming his movements. Eventually he stilled and pecked her lips softly. Her heart fluttered as he reached up to move a strand of her hair from her face. He pecked her lips again. She felt his hot breath against her chin as he tried to catch his breath.

They were both panting, still feeling as though they could be sent overboard a second time if they moved. He rested his head against her and held her tightly, unwilling to release her. He breathed in her scent. Then lifted his head as well as a hand to touch her.

He traced his fingers down her cheek and delicately feathered them across her neck, watching his fingers move as though studying her skin intensely. She smiled as she watched him.

He kissed her neck where his fingers had been and then looked into her eyes. He felt her intimate muscles grip him when their eyes met. She could no longer hide the effect he had on her now. Now, he knew what happened inside of her whenever he looked at her. She swallowed.

He moved his pelvis back and forth ever so slightly, with his eyes locked on hers to watch her reaction. Her body tensed and she sighed as her inner walls gripped his now-flaccid penis. Insatiable, he thought. He'd love to go again but she'd have to wait a while for his body to be ready. He rocked against her once more, just for her enjoyment, and grinned at her. She moaned and slapped him playfully on the shoulder. He leaned in and they kissed tenderly a few times before he slipped out of her.

He rolled onto his back, wondering if she'd be one of those women who wanted to cuddle. He doubted it. She didn't put her head on his chest or wrap an arm around his middle. He sat up and reached for the sheet near their feet, pulling it up over them and he tucked it around her breasts for her as he kissed her shoulder.

When he looked into her eyes, she was already watching him with a smile. He moved himself onto his side and draped an arm over her waist possessively. She grinned.

"I don't think I can resign tomorrow," she said and scrunched her nose, pretending to be thinking hard. "I still need to do things here,"

She turned her head in the pillow to look at him. She'd never seen so many of his teeth in a smile before.

"I suppose Miss CC Babcock expects me to help do it all for her?"

She laughed and enjoyed the butterflies she felt when he said her name. "Naturally. I can't do everything myself. And you do it better than anyone."

He grinned and stretched to kiss her cheek. She giggled at how affectionate and gentle he could be with her.

"So you'll need to stay, too, then. You know, so I can work properly; take my frustrations out on you..." She said it in the tone she usually used to order him around.

"You're proposing we do this again?" He asked to be certain. He didn't want to get his hopes up on a metaphor.

CC took his hand to her lips, kissed his palm and then placed it back over her middle. She played with the hair on his forearm.

"Of course. Why else would I be staying?" She said as if he had just asked the most ridiculous question. "And it is my turn to propose something, isn't it?" She smirked.

She lifted her hand to her pillow to get comfortable and closed her eyes, trying to get rid of her giddiness. He was quiet. She opened one eye to check his reaction. He seemed to be waiting for something.

"I'm staying for you, dust mop. Honestly, Niles, you're going to have to learn to keep up with me if I'm going to keep you."

"Yes, sir," He smirked.

"I prefer 'lover'," she grinned.

He reached over and kissed her sensually. She hummed her approval.

He parted from her and her body tingled as he spoke. "Yes, my love."

She decided not to correct him.

He pecked her shoulder and they both fell asleep, smiling.