"Niles!" CC gasped in astonishment. What was he doing in the parking lot alone? Where was Elizabeth?

Chandler spun around at CC's gasp and his face darkened visibly when he caught sight of Niles.

"This needn't concern you, old man," he muttered. "Just walk away and leave us alone."

"I'm not walking away without that woman," Niles replied coolly, bravely standing his ground. "She doesn't want to go with you and you know it."

Chandler snorted. "Do you really want to get in a fight with me?" he challenged derisively, running a scornful eye up and down Niles' physique. From the smirk on his face, he apparently thought it would be an easy contest.

"No, I don't," Niles replied honestly, not flinching at Chandler's mocking tone. "I don't believe in fighting for the sake of it. But I will fight when there's something fighting for."

As he spoke, he glanced meaningfully at CC. She inhaled sharply, moved by his words.

Something worth fighting for? Was he just being chivalrous... or could he possibly mean something more?

She was forced back into reality with Niles' next words, delivered in a calm and surprisingly authoritative tone. "Let her go."

Chandler loosened his grip on CC and took a threatening step towards Niles.

"Do you know what I do to people who cross me?" he growled belligerently.

CC shuddered involuntarily at the expression of hostility in Chandler's eyes. At first, she had considered him harmless, just a little too drunk. Now she wondered if he might actually be dangerous.

She also wondered how she could possibly have ever found him attractive. Had it really only been a few hours since he'd picked her up for their date?

"I don't know, but I'm not sticking around to find out," Niles replied.

Before Chandler could react, Niles revealed what he had been hiding behind his back – a can of pepper spray – and squirted it directly into Chandler's eyes.

Chandler exclaimed in shock, doubling over from the pain.

CC stood frozen, feeling as though she was in a dream.

Niles quickly strode to her, took her arm and pulled her out of her trance.

"Come on, it's time to go home now," he said gently. And CC obediently allowed him to lead her away. She didn't look back.

XX

Niles brought her back to the restaurant, where a slightly frazzled-looking Elizabeth was waiting in the lobby. She breathed a noisy sigh of relief when she caught sight of Niles.

"Thank God you're here! I've been looking for you everywhere! Where have you been?"

"Outside," Niles replied evasively, his eyes shifting towards CC.

Elizabeth noticed his change in demeanour and narrowed her eyes suspiciously.

"What are you still doing here, CC? I thought you and Chandler had left a long time ago!"

CC bit her lip, unsure of how to respond. Niles saw her hesitation and gallantly came to her rescue.

"Unfortunately Chandler isn't feeling too well. I'm afraid he's had a bit too much to drink, so we've left him to his own devices."

"Oh, I see," Elizabeth said, looking slightly confused. "So he's not coming with us, then?"

"No, but she is," Niles replied, nodding towards CC.

"I'm perfectly capable of getting home by myself," CC protested. "It's not like I had too much to drink tonight."

"For once," Niles said teasingly.

"Oh, shut up, Benson," she hissed playfully in response.

"Make me, Brunette," he taunted.

XX

Elizabeth watched their banter with more than a slight degree of apprehension.

She'd enjoyed her date with Niles very much. Rather more than she'd expected to, really.

His good manners and congenial charm had impressed her greatly and the conversation between them had flowed quite easily.

Elizabeth was tired of dating the same playboy types who had nothing more on their minds than wealth and women. She longed to have a real relationship with someone who genuinely cared about her and not just her money. Scandalous as she knew it would be to New York's rich and famous, tonight's dinner had made her wonder if Niles could be that man.

But seeing him playfully arguing with CC led her to speculate otherwise. She couldn't help observing the sparkle in CC's eyes as she tossed an insult to Niles, the smirk on his face as he turned the insult upon her. ..

Why, one would have to be blind to not notice the chemistry between these two! They seemed to have forgotten she was in the room.

Elizabeth was accustomed to getting what she wanted. The only child and heir of the Carmichael dynasty, she had always been indulged and from a young age, had her every whim catered to.

This was the first time she had ever been on a date with a man and not been the centre of attention.

Part of her was unwilling to let Niles go without a fight. She toyed briefly with the idea of having CC as her rival.

The woman was a formidable opponent, no doubt, but Elizabeth had strong faith in her charm and connections. She knew that Niles had enjoyed her company that evening and he had definitely acted as though he was interested in her.

But even as Elizabeth considered the idea of fighting for Niles, she knew it would be futile. There was no point in taking part in a battle when she already knew what the outcome would be.

She'd caught Niles sneaking glances at the older woman all throughout dinner and the gaze in his eyes was far more than adoration or simple lust. It was pure, unadulterated love. Elizabeth knew she could never compete with that.

And as CC and Niles continued to banter, Elizabeth picked up her purse and silently walked away.

XX

"Servant!"

"Chicken!"

CC paused at Niles' latest taunt and thought back to the moment he was referring to. She had once thought of that evening as the most humiliating moment of her life.

She shook her head ruefully as she remembered clucking like a chicken, thinking she was turning Maxwell on. Once upon a time, she had been completely obsessed with her business partner... now, she could see that they never would have made a good match.

Even when she had been head over heels over him, CC had always known that Maxwell would end up with the nanny. At first she'd thought Fran's flashy clothes and exuberant manner was what had attracted Max to her, but over time, she'd come to see that Max and Fran fit together in a way he and CC could never have done.

Sometimes she thought that she had never really had real feelings for Maxwell. Perhaps she had harboured him in her heart for so long because deep down, she knew he was unattainable and that he would never be hers. He was a safe person to be attracted to – there had never been any chance of them getting together. Because CC Babcock had learnt too many times that opening her heart always led to it getting broken.

Her father had been the first person she'd trusted with her heart. While her mother had been cold and unapproachable, Stuart Babcock was warm, charming and congenial.

CC had always been a daddy's girl. From the moment she could walk and talk, she remembered toddling after her father, playing in his office and him reading bedtime stories to her. She was his 'kitten' and he was her beloved daddy who could do no wrong in her eyes.

As she grew older, she realised that her father was spending less and less time at home with the family. To be able to spend time with him, she was determined to learn about everything that Stuart Babcock was interested in – money, stocks, business... theatre.

Stuart Babcock had always been somewhat of a theatre aficionado. Some of CC's earliest memories involved sitting on her father's lap as he took her to see Broadway shows. She remembered him missing a New Year's Eve celebration because he had flown to Boston to invest in a colleague's play. When she'd had appendicitis one summer, her father hadn't been able to visit her in hospital because he was attending an awards night. And perhaps most shockingly of all, he hadn't been at her coming out party, because he had tickets for a musical in Paris.

It was then that CC decided that if she ever wanted to spend time with her father again, she would have to get involved in show business.

And so, when Chastity Claire Babcock graduated from finishing school, she stunned everyone by announcing that she intended to work for a production company.

"Don't be ridiculous!" her mother scolded her. "You're a Babcock, Chastity dear – Babcock women don't need to work!"

"I'm not doing this because I need to, Mother. It's because I want to," CC insisted.

Her brother Noel was also disapproving.

"Really, CC, if you must get a job of some kind, why in something as frivolous as theatre? With your brains and my connections, you could easily find employment on Wall Street!"

"I'm not interested in Wall Street, Noel."

But CC's sister DD had simply laughed scornfully.

"You needn't pretend with me, sister darling," she said with a snigger. "You don't really want a job... you're just trying to get a man interested in you! Well, take it from me... you don't need a job, you just need to let them know you've got a trust fund."

"I am not trying to get a man interested in me!" CC had retorted haughtily.

Yet all these years later, she had to admit that she'd been lying. She had been trying to get a man interested in her – her own father.

Fat lot of good that did, she thought cynically.

XX

"Have you seen Elizabeth lately?"

Niles' quiet interjection interrupted CC's reminiscing and she looked up with a start.

"No, I haven't! Perhaps she's using the amenities?"

The head waiter, who was standing at a respectful distance, coughed politely.

Niles raised his eyes. "Yes?"

"Miss Carmichael has left," the waiter informed them. He glanced at Niles. "She left a note with me for you, sir."

He presented Niles with a folded piece of paper.

Niles read the note... and had to grip onto a nearby table for stability.

"Is everything alright?" CC asked in concern.

"Everything's... fine," Niles managed to croak, still startled by what he had read.

Elizabeth's note simply said: "Two's company and three's a crowd. I can tell that you don't need me around. Thanks for a wonderful evening, anyway."

But it was the postscript that rattled Niles. Hastily scribbled, almost as an afterthought, it read, "PS What are you waiting for? I can tell she likes you too!"

"What did she say? Let me see," CC urged, reaching for the note.

"No!"Niles barked.

Surprised at his strained tone of voice, CC withdrew. "I'm sorry – I didn't realise it was personal."

"It is," Niles said quickly. "Very personal."

He tucked the note into his shirt pocket and swallowed. "I've just got to make a trip to the men's room. I'll be back soon."

There was a gold-plated rubbish bin in the men's room. He could dispose of the note there.

"Alright," CC said calmly, but she bit her lip as she watched him walk away.

She was burning with curiosity to know what Elizabeth had written.

Something personal.

Could something intimate have happened between the two before she and Chandler had crashed their dinner date?

The thought made CC feel physically ill. And then she realised why...

She was jealous.

Author's Note: Hello, lovely people! Hugs and thanks to Shara Michelle, LongVodka, EspoirDio, rx9872, slm38, mewkazurinu2004, nrfan, AllTheSnakes, LaurenLaneLover and the-reverie for reviewing the last chapter! You seriously have no idea how happy your wonderful messages make me. =) I hope to keep hearing from you!

PS: Until all the other seasons are released on DVD, I have been getting my Nanny fix by watching episodes on YouTube. There's an awesome user named crywishes who has been posting episodes from Seasons Four, Five and onwards!