A/N: What if CC hadn't said yes to Niles? What if she hadn't found out she was pregnant?

Disclaimer: Not mine.

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1

He leaves on a Wednesday. The decision already made to relocate, she is granted a 2 month grace period to stay behind and 'tie up loose ends', or as he puts it 'lick her wounds'. He is being sent onwards to prepare the house for the family they both live for but don't quite belong to. The bags are packed, the furniture boxed, the memories tidied and swept under the carpets. Her days at the theatre get longer and longer, finding any excuse to hide from the wasted time, missed opportunities, remnants of a thousand dreams not quite realised. Her stomach churns at the thought of running into him, she can't quite bear the thought of him being there: stuck between wanting him and wanting him to stay away. He catches her in the kitchen, in the small hours, where he sits cradling a fifth of something golden.

'You're not coming to California, are you?' he looks up at her, she rolls her eyes.

'Of course I am, I just have some things to sort here.'

'Such as?'

'Such as mind your own damn business.' The air hums with words unsaid and he looks at her, drinking in her tired eyes, her rumpled jacket, tracks in her hair from raking her fingers through. He sees her bristle under his scrutiny. As she feels the rising wave of bile she strides towards the door, always able to say whatever she wants with one hand on the doorknob.

'Try not to miss me too much,' she shoots back. He smiles, but not really.

'Try asking the sun not to shine.'

She doesn't make it to the sidewalk, vomits in the gardenias.

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2

The nausea lasts weeks. It's like being back in the fog of her twenties, she spends days and nights on her knees enduring the humbling kiss of cool porcelain. There's no respite, no hiding from the daily slog of work punctuated by the familiar dash to the bathroom. She's crumpled between decorative towels when she hears heels tottering down the hall towards her.

'Miss Babcock,' that insufferable nasal drawl, the door swings open without a knock. 'Oh here you are.'

'Yes, Nanny Fine, here I am,' CC seethes.

'You know, you spend so much time in my guest bathroom, anyone would think you were-' She stops. Putting two and two together and finally, finally, falling silent. CC registers the quiet first, looking up and seeing realisation dawn.

'No.'

'Oh my god.'

'It's not -'

'Oh my god.'

'I'm not.'

'You are!'

'Nanny Fine,' CC gives indignation her absolute best attempt. 'I promise you, there is absolutely no way on Earth I could possibly be pregnant.' Fran raises one overly-sculpted eyebrow, fixes her with a look. Just one night, she'd got home in the small hours half-drunk, half in love. Just one night, no pill no protection no problem. Or so she thought.

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CC has to physically shove Fran out of the room so she can pee on the stick. They sit together on the edge of the tub, nervously waiting.

'If you'd told me five years ago I'd be sat with my dead best friend's husband's new wife, waiting to find out if I'm pregnant by a man who earns a living cleaning toilets, I would have thought it was a nightmare.'

'That's not so bad, last week I had a nightmare I peed myself waiting for a bus.' CC drops her head in her hands.

'Do you think I'll be a good mother?'

'Oh sweetie,' Fran pats her arm awkwardly. 'Whatever happens, I know you'll figure it out.' CC doesn't open her eyes until the timer beeps 2 minutes. She releases a shaky breath and sits forwards.

'Drumroll, please,' she says. Fran cackles, and taps her response on the side of the tub.

Two lines.

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3

It seems unfathomable that now, after everything, her closest ally should be Mrs Fran Sheffield. First comes the early announcement pepperoni and salami have suddenly fallen out of vogue, then she announces she wishes the family to make the uncomfortable transition to decaf. Niles receives a stern warning to buy special bread containing extra vitamins, but he seems unperturbed by the sudden changes to the shopping list he has been using for decades, says nothing.

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Of course, it's her breasts he notices first. They're in the kitchen, getting ready to leave for a gala nobody wants to attend. Fran has lost an earring, the house is in uproar. Niles has abandoned the search to ice cookies for the morning: there might only be one child with teeth still in the house but old habits die hard. CC has never been particularly demure, always been willing to show a little skin, but today she's falling out of her dress. She reaches over the kitchen counter to grab a cookie and he would swear he sees areola. Before he can tear his eyes away he hears her clear her throat, preparing himself for a verbal lashing with a side of ritual humiliation.

'Eyes up,' she says, but quietly, so nobody else can hear. A blush crawls up her beautiful neck and he finds himself longing to sink his teeth in.

'I can't help it,' he says, 'have you gained weight?' God help him, she straightens, but he can't look away.

'Don't you have some shoes to polish?'

'I have something to polish,' he growls, 'but it isn't shoes.'

Their eyes meet and she feels a swoop in the base of her stomach. A heat rises within her, and she becomes aware of every movement of her body. Feels her breathing shallow, her heart begin to race. His eyes burn a path across her exposed shoulders, down the valley of her breasts. She curses the years he has known her, knows he sees her blush colour her cheeks, her mouth fall open, knows it is plain to him just how badly she wants him. And oh, how she wants him, wants to drag him by the smirk to the nearest flat surface. His eyes meet hers, and he winks. She drops the cookie. By some inhuman force hitherto unknown to her she drags her eyes from him, feels as if she's walking through syrup as she staggers to the door.

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4

Tonight she's in blue. It's a party, and the woeful inadequacy of Maxwell's forward planning has given him an excuse to be rushed off his feet all night. 50 people, an intimate gathering. Apparently. He has spent the entire evening preparing crudités, handing them over to an array of spotted teens hired as wait staff for the evening. She forces herself to mingle, painful though it is. Stands amongst a crowd of strangers, holding a glass of champagne she won't touch and trying desperately not to make conversation. He breaks free with some crostini and lurches out of the kitchen, drawn towards the shade of azure he tells himself he doesn't know is attached to the rest of her. He makes slow progress, waylaid by Maxwell's interminably hungry guests, but it gives him chance to pretend he isn't looking at her. Gone are the figure hugging, revealing dresses of days gone by, the tight pants and plunging necklines. She's drowning in fabric, high necked outfit hanging from her ample frame, shrouded in an oversized jacket.

CC starts at the voice behind her.

'When you said you wanted to hire a gazebo for the party, I didn't realise you wanted to wear it.'

'Disappointed?' She smiles wickedly, and he scowls.

'With you? Constantly.' She feels the familiar prickle at the back of her neck as they walk the uncomfortably fine line between flirting and whatever this is. He turns, brandishing his tray to reaching hands. A clatter of heels, and Fran appears, bluster and noise.

'CC you can't eat the salmon it's –' she trails off, spotting Niles. 'Raw'

CC sees his head whip round from the corner of her eye.

'What,' he demands, 'does that mean?' Cold explodes down CC's back, she feels her legs begin to shake.

'Nanny Fine –' CC whispers.

'I'm sorry,' she squeals, reversing awkwardly.

'CC?'

'Niles –'

'What does that mean, CC?'

'I'm pregnant.' He pales, and a shaky hand comes up to cover his mouth.

'And it's –'

'Of course.'

He faints, showering her in crumbs, the tray hitting the floor with an almighty clang.

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5

The first time it happens she's sat in Maxwell's office. A fluttering under her navel. Light, just lasts a moment. But there. She puts her hand on her stomach and feels it again. A kick. She's frightened to move in case it stops, frightened even to breathe. Max is mid-sentence but she stands, pauses a moment while he trails off, and walks out towards the kitchen. He isn't there.

'Niles?' she calls gently. She goes upstairs towards his room. 'Niles?' He's in the bathroom, on his knees with his yellow gloves on, soapy hands scrubbing the shower.

'What's the matter?' He stands immediately, his face a picture of concern. She doesn't say a word, grabbing his hands and placing them on the swell of her stomach. There's a pause, and it happens again. Another kick. Sunshine breaks on Niles' face, then tears. She tuts and rolls her eyes. He looks away, wipes his eyes angrily.

'Don't you cry,' she says, 'I'm the one who just ruined Valentino.' He laughs and pulls his hands back, large soapy handprints on her belly. She smiles at him, for the first time in a long time a genuine smile, and he beams back at her. It's too much for her, his bare faced joy, and she wilts in the face of it.

'What do you think it would have been like,' she says, 'if I'd said yes?'

'If you'd married me?' she nods. 'I think it would have been a lot like this.'

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6

They buy the crib together. Niles' attention to detail matching even CC's wallet, they lump for the all singing all dancing model the kid can use until adolescence. How a box to hold something only slightly more complicated than a loaf of bread can consist of so many pieces is beyond Niles. The benefit, of course, of having a baby with someone as commanding as CC is that she's more than happy to take charge. He opens the box for her, laying out the materials. She huffs, snatches a bag from him. It takes 10 minutes for her to resort to swearing, throwing down the wood she is holding. There aren't enough screws, or there are too many screws, he isn't sure.

'CC you need to calm down, people have been having babies in caves for thousands of years.'

'Not in my cave they haven't.'

'What's wrong?' he says. 'Does the crib have a screw loose, too?' She brandishes two indistinguishable planks of wood.

'It doesn't fit together.'

'That's because you're doing it wrong.' He picks out the correct piece, she grabs it from him.

'Thank you Niles, if I need somebody to dust it I'll be sure to let you know.'

'Don't worry if you can't install the airbags, I can always just buy Junior a hard hat.'

'Don't be silly Niles, it's your child, its head will probably be hard enough.'

'Why is it so difficult for you to accept help?'

'You're not helping, you're commentating,' she counters.

'Let's not forget I have actually done this before, who do you think raised all those Sheffield children? You're the one who doesn't know what she's doing.' She stands, hands on hips, squaring up to him.

'And what are you going to do, propose?' There's an awful, awful silence. She finally meets his eyes and they are almost black. 'Niles-' She means it is a warning, but it comes out as a plea. They collide gracefully, as they always have, unable to resist the angry pull of each other. He lifts her easily onto the counter, pushing her skirt up far enough for him to step between her open thighs. She locks her ankles behind his back, pulling him closer. A hand covers her breast and she gasps, allowing him to slide a tongue into her mouth. She tilts her head back and he runs a series of open mouthed kisses down her neck. She moans.

'My hormones are driving me insane.' She trails a hand down his chest, landing soundly on his belt. As if her meaning wasn't clear, she starts to undo it. He starts.

'Not here,' he says. It's the middle of the day. The sun is up. The crib isn't even half made. Fran will be home soon with the twins.

'Well then take me to bed.'

He does.

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7

There's blood in her $50 panties. She's so tired she nearly misses it. It's after midnight, she's at the theatre, in the middle of running the third rehearsal of the day. She's using the bathroom as an excuse to take a break from the clumsiest stage hands in the world when she sees it. Bright red on white silk. She dials the cell phone she's insisted Niles keeps with him and jumps in a cab. When she gets to the hospital he's already there, clipboard in hand, filling out the paperwork. She feels faint with relief when he tells her he's brought her a change of clothes, and all she can do is smile when she opens the bag to find Fran's leopard track suit. They sit, cold hands clasped tightly together.

'Aren't you going to say something reassuring?' She says.

'If I did, would you be reassured?'

'No.'

'Well then.'

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They huddle round the black screen, desperately searching for hope amidst smudges of grey when they hear it. Like a train, hurtling down some tracks. A heartbeat. He she it they are alive.

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He drives her home. They sit in the car and he looks out at the cold dark mausoleum in which she lives alone. Neither says a word as he re-starts the car, heads back towards the home he shares with the Sheffields. When they pull up he takes her by the hand and walks straight past the guest room, leads her instead to his bed. They undress silently, climb between cool covers. She shuffles towards him, and his arms come to cradle her across the sweet mound dividing them and bringing them ever closer together.

'Everything will be alright,' he says, and feels her nod against his chest, 'I'm here.'

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8

It's raining the day she tells her parents, which should have been her first clue. They make the journey back together, trudging through JFK, with heavy hearts and heavier bags. To say they take it badly would be an understatement. When they walk through the door there is DD's cold laugh.

'She's so fat,' she barks, and the family turn to look at them, painting an interesting tableau. Stewart fixes them immediately with an enormous smile. BB's Park Avenue mask slips for a moment, revealing something cold, and hard. Noel spits out his Chateauneuf-du-Pape.

'Who's the father? he says. CC looks at Niles. 'Him?'

'Him,' she says.

'And what is your name?' BB says.

'Niles.'

'The same as it was the last four or five times you met him,' CC interjects and DD sniggers.

Niles grabs the arm of the waitress passing by.

'I'm going to need you to bring me a very large drink.'

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The day is interminably long. They sink together into the back of the cab to the airport.

'Well that was –' he begins.

'Yes.'

'Are they always like that?'

'No, when there's free alcohol they're much, much worse. Just be glad we never had a wedding.'

'It's never too late,' he smiles. There's a pause.

'Even if you don't want to...' she stops, clears her throat. 'You still don't have to do this, you know, it's not too late. I can take care of it all. You can be Dad or you can be Weird Uncle Niles. Whatever you decide is fine.'

'CC,' she looks at him, and he takes her hand, gently turning it and placing a kiss across her palm. 'You don't have to do this on your own.'

'I,' the words simply won't come out, as if this rare moment of vulnerability is causing her physical harm. She looks out of the window, clasps his hand tightly and watches the dirt and the grime and the noise slide by as they snake their way home. 'Thank you.'

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9

She arrives on a Wednesday. Ten fingers, ten toes, hollering and wailing just like her mother. He's wrapped around CC, their sweat and tears mingling, muttering words of encouragement he's sure she can't hear. He leans forwards, wiping away tears to look at the screaming bundle.

'It's a girl,' he laughs.

'Niles,' it's a question.

'She's alright.' He turns to the doctor. 'Is she alright?'

'She's fine.' The doctor looks up at them both. 'Is Dad going to cut the cord?'

Niles looks to CC, who nods. He reaches forward with a hand which doesn't tremble, and sets his daughter free in the world.