Author's Note:I don't own any of these characters, except for the doctors. The story takes place in Season 3.

It was early evening in the Sheffield household. Niles was doing dishes, and Fran was at the table reading a magazine. The phone rang. "Sheffield residence," Niles said, answering it. "Yes, she's right here, I'll get her."

Fran looked up, figuring it was for her. "Who is it?" she asked as he handed her the receiver.

"Your father," Niles answered. "It sounds urgent."

Fran looked puzzled as she put the phone to her ear. "Hi, Pop. What's wrong?" Fran paused. "Oh my God! I'll be right there!" She frantically hung the phone up. "Niles, can you give me a ride to the hospital?"

"Of course, Miss Fine. What's the matter?"

Fran couldn't believe what she was saying, "It's my mother. She was having chest pains, and my father called the ambulance!"

Just then, Maxwell entered. "Niles, how is dinner coming along?" he asked, unaware of the situation. Then he looked at Fran. "Miss Fine, what's the matter?"

Fran was too hysterical to answer, so Niles spoke for her. "That was her father on the phone. Sylvia had to be rushed to the hospital with chest pains."

Max walked over to Fran and tried to comfort her. "Let's all go to the hospital. We can take the limo." Ordinarily, Fran would've been overjoyed at the chance to ride in Max's expensive limousine, but this was no time for that.

After informing Maggie of the situation, and asking her to watch her brother and sister, the three of them set off for Queens General Hospital. The kids had wanted to come along, especially Gracie. She and Fran were extremely close, and Grace wanted to comfort her Nanny. Maxwell told the children to stay home, and he promised to call as soon as they knew anything. On the way to the hospital, they stopped and picked Val up. Not only was Sylvia like a second mother to Val, but Fran wanted her best friend by her side at a time like this.

When they got to the hospital, Fran immediately found her father and ran to him. They hugged. "Have you called Yetta?" Fran asked.

Morty nodded. "I called her at the Home, but she said something about it being bridge night over at the Petrie's, whatever the hell that means." Morty rolled his eyes.

"What do the doctors say?" Fran asked.

"Your mother's in surgery right now," Morty told her.

Maxwell could tell by the look on her face that Fran was upset. "Don't worry, Miss Fine. Your mother's a strong woman. I'm sure it's nothing serious. She's getting the best medical care available," he said reassuringly.

"Oh Mr. Sheffield!" Fran sobbed, throwing her arms around him. Without thinking, Max put his arms around her to comfort her. Though he had never been exactly fond of Sylvia, he knew that she and Fran were close. After all, Sylvia spent more time at the Sheffield's visiting Fran that she did at her own house.

For the next half-hour, the five of them sat in the waiting room, not speaking. They all just stared at each other, afraid to do or say anything. Finally a doctor came in to the room. "I'm Dr. Goldstein, are you waiting for news on Sylvia Fine?" he asked them.

"Yes..." Fran said nervously.

"We just brought her out of surgery. She's stable right now, but we'd like to keep her overnight," the young doctor told her.

"Well that's good news, isn't it Miss Fine?" Maxwell asked, hoping to cheer her up.

"Yeah," Val piped up, "Her doctor is Jewish!" Everyone looked at Val. "What?" she asked. "I just thought I'd point that out."

Morty turned to the doctor. "Can we see her?" he asked.

"She's very tired right now, so it would be better to let her rest," the doctor answered.

"Well, I'd better phone the children. They must be worried sick. I know how fond they are of Sylvia," Maxwell said, as he started to walk towards the hallway. Fran turned and gave him a "Please don't leave me" look. Max walked back over to her. He put his arms around her.

"Oh Fran," he said, almost unaware that he'd called her by her first name. "Everything's going to be fine, no pun intended," he said with a smile. Seeing his smile, Fran forgot for a moment what she was so upset about. Maxwell's words brought her back to Earth. "I don't want Gracie to worry unnecessarily. Her therapist says she doesn't deal well with stress. I'll only be gone a minute, I promise."

Niles broke in. "Sir, if you'd rather stay here with Miss Fine, I could go home and wait with the children." He cast a knowing glance from his employer to Fran.

Maxwell thought for a moment. "Oh…yes, Niles, that might be a good idea," he said, catching on to Niles' meaning. "Oh, and do me a favor and call C.C. Tell her I won't be able to come to the business dinner tonight."

"Well, all right, Sir," Niles replied, "But I don't think she's gotten out of her coffin - I mean bed- yet." Max was used to the verbal sparring between his butler and his business partner.

"Oh Mr. Sheffield," Fran exclaimed, "I don't want you to miss out on an important business meeting because of me!"

"Nonsense! Sylvia is practically a member of the family," Maxwell said. "She certainly spends enough time at our house to qualify," he joked. "And besides, I would much rather be here with you than at some stuffy dinner party with C.C."

After dropping Val off at her parents' house, Niles returned home. The three Sheffield children, Margaret (Maggie), Brighton, and Grace, were sitting on the living room couch, unusually quiet. When Niles came in, they ran to him eagerly.

"How is Sylvia?" Maggie asked.

"Mrs. Fine is out of surgery, and she's stable right now. The doctor wants to keep her overnight for observation." The children were certainly glad to hear that Sylvia was out of immediate danger.

"Where's Dad and Fran?" Brighton asked.

"Miss Fine is still at the hospital. Mr. Sheffield is keeping her company. Now if you'll excuse me, I have to go call Miss Babcock and tell her that your father won't be coming to their meeting tonight." With that, Niles went into the kitchen.

The kids exchanged "looks." They had suspected for some time now that there might be something going on between their father and the nanny. "Do you think Dad might actually make a move tonight?" Brighton asked.

Maggie shrugged. "I don't know. He doesn't seem to be in any kind of rush to get into a relationship with anyone, much less Fran."

In the kitchen, Niles picked up the phone and dialed C.C.'s number. Even though Niles didn't like the idea of Sylvia being in the hospital, he couldn't resist having a little fun at C.C's expense. It was sort of a hobby for him. On the other end of the phone, C.C. Babcock picked up. "Hello?" she said.

"Miss Babcock, it's Niles."

"Is this an obscene phone call?"

"You wish! Mr. Sheffield has asked me to call you to say that he can't make your dinner engagement for tonight."

Miffed, C.C. asked, "Well why the hell not?! He'd better have a good excuse for backing out at the last minute!"

"Miss Fine's mother is in the hospital; she was having chest pains. Mr. Sheffield is staying at the hospital to keep her company."

"My God," C.C. breathed, momentarily sorry for her outburst.

Niles grinned. "They're alone in the hospital together. Just the two of them. Miss Fine is in a very vulnerable state right now. Anything could happen." Niles could practically hear all the color run out of C.C. Babcock's face.

Back at the hospital, Morty decided to go home after seeing his wife. He was exhausted after such a stressful night. Fran and Max assured him they would stay just in case anything happened. Fran couldn't believe Maxwell was actually here. She knew he liked her mother, even if he did complain about her always eating their food. But she'd never expected him to give up a business engagement just to keep her company in the hospital. Then again, he was always doing nice things for her, like the time he showed up at her camp reunion when her date with Erik Estrada didn't work out. It was on that night that she had realized she was starting to fall for her boss. With those looks and that accent, it was hard not to. But since then, he had yet to let her know if he felt the same way.

Right now, Fran was asleep on Max's shoulder. He looked down at her. He knew the reason he had yet to make a move on her was because he was still in love with Sara, his late wife. But, somehow, having Fran living in the house had brought a little of that magic back. Maxwell knew that he wasn't ready to admit that he loved Fran, but he couldn't deny that he cared about her. He couldn't quite say what their relationship was. They were more than just boss and employee, but they weren't romantically involved. Maxwell still felt that, if he were to start dating anyone, he would be cheating on his wife. Intellectually, he knew this wasn't the case, but he couldn't help the way he felt.

Looking down at Fran reminded him why they were in the hospital. Sylvia. Maxwell looked up at the ceiling. "God," he breathed. "Please give me a sign that Sylvia's going to be OK. If anything happened to her, I know that Miss Fine would be just devastated." Max paused for a moment. "I wish I knew what to do. I love Sara. Well, I'm sure You know that already. But, lately, I've got to admit that I have….feelings for Miss Fine. I feel like, if I were to act on them, I would be betraying my wife. I just wish You could send me a sign or something."

Just then, there was a loud clap of thunder followed by a bolt of lightening. Max hadn't even realized it had started to rain. "OK, I get the message!" he said with a smile. Fran stirred. "Hi," Maxwell said when she woke up.

"Oh, Mr. Sheffield, I must've fallen asleep!" Fran exclaimed apologetically.

Max laughed. "It's OK. You've had a rough night."

"How is my mother? Have the doctors said anything?" Fran asked.

Maxwell shook his head. "She's asleep for the night. I don't see much point in us staying here any longer. We might as well call a cab and head home."

As they rose to leave, a very drenched and angry-looking C.C. burst in. "C.C., what on Earth are you doing here?" Maxwell asked, shocked.

"I didn't know you were so concerned about my mother," Fran said.

"Oh of course I'm not!" C.C. exclaimed. "I'm just here to make sure you two don't do anything stupid."

Maxwell looked confused, so C.C. explained. "Niles told me the two of you were here all alone!"

"C.C., are you telling me you think that I would take advantage of a situation like that?" Max asked, still shocked at the accusation.

"Well…it had occurred to me." C.C. stammered. "It's not like either one of you is used to being alone with the opposite sex," she continued. "You're both vulnerable. I couldn't stand by while the two of you did something stupid!"

Fran spoke up. "Admit it, Miss Babcock, you showed up here because you thought me and Mr. Sheffield were going to do something tonight, and you were jealous!"

"Oh, Nanny Fine, don't be ridiculous!" C.C. exclaimed. "Why would I be jealous? Just because you spent the night here with Maxwell?" She paused. It suddenly occurred to her how silly that sounded. "Maybe I was a little jealous. But the main reason I came was to bring Maxwell some paperwork to sign for the rights to our new play. Max, you'd better sign right away, or Andrew Lloyd Webber will snatch it away from Sheffield-Babcock Productions."

Max took the papers from C.C. "I told you not to mention his name to me again," he said as he signed. "How the bloody hell was I supposed to know a musical about a bunch of singing cats would be so successful?!"

Just then, a doctor came running towards them. "Which one of you is Miss Fine?" he asked, pointing to Fran and C.C.

"She is," C.C. said, pointing.

"Is something wrong, Doctor?" Fran asked.

The doctor nodded. "Your mother just went into cardiac arrest. We have to send her back into surgery."

Fran looked over at Maxwell. "Oh my God," she breathed.

Max turned to C.C. He handed her back the papers he'd just signed. "C.C., why don't you go home?" he suggested. "Take the afternoon off. It doesn't look like I'll be getting any work done today anyway."

Fran looked at Max. "Are you sure?"

"I like Sylvia," Max replied. "I wouldn't leave her in her hour of need."

Turning to the doctor, Fran asked, "Can I see her?"

"I'm sorry, Miss Fine, but there's no time for that now," the doctor said. "She's already back in the OR."