C.C. came down to breakfast the Morning After, and Niles simply asked her if she wanted pancakes or waffles. She paused for a moment, willing him to say more, but he remained mute, scrambling eggs in a bowl.

She gave her breakfast order and sighed. She had been right, after all. It had been nothing more than a drunken conquest for him. Well, she was certainly never going to mention That Night again to him, or to anyone.

Weeks passed, then months, and it was business as usual at the Sheffield home. The oldest girl got engaged, and Fran announced her pregnancy. C.C. ensconced herself in her work, leaving no time for a social life. She and Niles treated each other with civility, with the occasional insult inserted now and then.

One afternoon C.C. went into the kitchen, in search of a snack. Thanks to that blasted intercom, she overheard Maxwell talking to the littlest one. Something about her cycle, and Max offered to buy her a bike. C.C. snorted into the Sub-Zero as she browsed over its contents. She selected some sherbet and sat down at the table. Grace hurried into the kitchen and then stopped when she saw someone was there.

"Sorry," she said, lowering her eyes. "Didn't mean to intrude."

"Not a problem," C.C. told the girl, getting up from the table. "How about some sherbet? Do you like orange?"

Grace nodded and sat down silently at the table. Miss Babcock had always remained distant from Max's children, but Grace had often felt drawn to her nevertheless.

C.C. set out the bowls and spoons. She began scooping and kept her eyes on the carton as she said casually, "Speaking of intruding, I couldn't help but overhear your conversation with your father..."

Grace looked up, cheeks flushed.

"I'm sorry," C.C. said gently, "I didn't mean to eavesdrop. But I just thought if you wanted to talk...since Nan- er, your mother isn't here...well, I just wondered if I could help."

"My mother is dead," Grace said with finality. "I love Fran, but she's my step mom, not my mother."

"I'm sorry," C.C. said quietly, passing Grace a bowl of orange sherbet. The two ate in silence for a few minutes.

"You know, Miss Babcock," Grace finally said, while focusing on her spoon, "as much as I love Fran, there are some things I feel uncomfortable talking to her about."

"Let's face it," C.C. smiled, "there are some things a woman feels uncomfortable talking to anyone about!"

Grace smiled at this new understanding between the two of them. "I don't know...I just get the feeling that Fran would make a big deal out of...it. I only have a few questions, and then I really don't care to hear any more about it."

C.C. finished her sherbet and started digging in the carton for another serving. "I can relate...I remember when my mother gave me and my sister a booklet and then told us to ask the school nurse if we had any questions. I got the feeling that the subject was strictly taboo when it came to discussion. I don't know if I ever quite got over that feeling."

C.C. paused while she dug into her second scoop of sherbet. "One thing I do remember, though, from boarding school, is that a lot of girls talked about it and lied just to sound grown up."

"Really?" Grace asked, raising her eyebrows in surprise. "Because...well, it seems like all the girls in my gym class have already started, at least that's what they say..."

"Trust me," C.C. replied, "Some of them may have, but I'd bet a lot of the other girls are just saying so to sound grown up."

"Wow," Grace mused, helping herself to another scoop, "I never thought about it that way, but you're probably right." She paused for a moment and then looked at C.C. with concern. "But I'm 12 years old already, shouldn't I have...."

"It varies from girl to girl," C.C. assured her. "Genetics have a certain influence on it. How old was your sister when she started?"

Grace blushed. "I don't know; we never talked about it."

"Well, it's far too soon to worry about it. And you'll see that once you do start, after the initial excitement, you'll complain about it for the next 40 years or so." The two of them laughed, and C.C. got up and started rummaging through the refrigerator.

"The chocolate syrup is in the cupboard," Grace offered helpfully.

"No, I'm looking for anchovy paste. You'd think Hazel would keep some in here, in case of a Caesar salad emergency or something...."

Gracie's stomach cringed at the thought of anchovies and sherbet, but she remained quiet. Maybe it was some sort of Park Avenue delicacy. Anyway, she felt so much better having talked to someone. On some levels, she felt closer to Miss Babcock than to Fran, and she was happy that C.C. seemed to return the feeling. Grace knew that she would never be boy- and clothes-crazy like Maggie; she was introspective and intellectual. And so was Miss Babcock, it seemed. She rinsed out her bowl and put it in the dishwasher. Impulsively she gave C.C. a quick hug before she fled from the kitchen.

Weeks passed, and the Butler seemed preoccupied with something. "Maybe he's found a cure for yellow waxy build-up," C.C. thought to herself, burying herself in reading new scripts. She'd seen him and Nanny Fine huddled together in Max's office, which had piqued her curiosity, but in the end she decided to let them play whatever game they had concocted. She no longer cared. That is, until everything came crashing down at once: Fran approached her for money for some sort of penalty she'd racked up, while Maxwell had issued an ultimatum, ordering her to be nice to the former Nanny or else. She felt like her head was ready to explode by the time she went to the theater to see this new play that Niles, of all people, had managed to produce. The show had been surprisingly good, and she said as much to him at the party afterward.

"Congratulations, you finally managed to pull off something bigger than your shorts." She smiled and braced herself, ready for his retort. He stood there silently for a moment, swaying on his feet, before he finally sputtered "Marry me!"

Had she been drinking, C.C. would've done a Danny Thomas-style spit take. She looked at him in shock for a moment, and then burst out laughing. She turned and walked away, tears of laughter streaming down her face.

Later that evening, C.C. was on her way upstairs after having gorged herself on anchovy-stuffed olives in the kitchen. She stopped short in the living room when she saw the butler waiting at the foot of the stairs. Maxwell and Fran were just arriving home from the party and paused after coming in through the front door, surveying the tableau in front of them.

Niles was no longer smiling; he looked deadly serious as he looked C.C. straight in the eyes and proposed once more. C.C. was completely taken aback. Surely he couldn't be serious? She'd thought it had been part of some elaborate joke back at the theater. She'd silently congratulated herself for leaving before he could spring the punch line on her.

"Marry you?!!" C.C. repeated in disbelief. She stood staring, mouth agape, at Niles who was looking expectantly at her, hands extended and holding a ring box.

"Marry you?" C.C. said again, as if to clarify. "For heaven's sake, we only recently started speaking civilly to one another! We've never even been out on a date!"

"Noooo," Niles drawled, stepping closer to her, looking directly into her eyes with a hint of smile, "but we do have, shall we say, a fairly intimate relationship. Or we did at one time..."

C.C.'s hand flew to her mouth in shock. "You remember that night? Why, you – you've never said a word about it! And besides, I thought you were drunk!"

Max grabbed Fran by the arm and whispered "Why don't we leave them alone?"

"Are you kidding?!" Fran hissed back. "This is priceless stuff!"

Maxwell nevertheless propelled Fran into the kitchen.

C.C. stood staring uncertainly at Niles. He met her gaze.

"Is that the only reason you stayed with me that night, because you thought I was drunk and wouldn't remember? You were certainly sober enough to know what you were doing."

"No, that's not the – wait a minute, how did you know I was sober?"

"Please, Miss Babcock, you had nothing stronger than grape juice that night. I'd made previous arrangements with the bartender."

C.C.'s hackles were raised. "You what?! Like I can't take care of myself? I don't need a prom night chaperone, you know!"

"I was just taking precautions on your behalf...I was worried about your mental state, what with Mr. Sheffield taking his final vows and all. You were just recently out of the hos- The Place, I was just trying to protect you."

C.C.'s face flushed with anger. Her words tumbled over one another. "I don't need your protection, thankyouverymuch." She paused and collected herself. "I made my piece with Max and Nanny Fine some time ago. God bless 'em both. White picket fence and happily ever after. And I've had too many screaming headaches lately to take a chance mixing booze with my pills."

The two of them stood silently for a moment, eyeing each other. Finally Niles sighed, and gestured for C.C. to sit on the sofa. She did, and he followed, sitting across from her.

"I'm sorry, I didn't mean it to sound...that way..." he tried to explain. "I've just been concerned about...well, your psychological health since...since your accident."

"I appreciate your concern," C.C. replied dryly. "Is that what this proposal is all about, then? A long-term solution for watching over my mental health?"

Niles' face fell and he sat back against the sofa cushions. "No. I'm sorry that such a thought would even enter your mind."

"Well, what am I supposed to think?" C.C. asked, agitatedly. "We've barely exchanged pleasantries for the past month, and then suddenly you ask me to marry you? Why, after – that night, you never said a word about it to me. You acted like it never happened."

Niles stood up abruptly and towered over her. "And what was I supposed to think? I awoke that morning, after the most magical night of my life, to find myself alone? You were gone, with not so much as a word or a kiss goodbye or even a note? I could only presume you'd had second thoughts, so I did the gentlemanly thing and never mentioned it."

C.C. shrank back and looked up at him. "I didn't...I..." She sighed and buried her face in her hands. "Why do we always end up this way?" she moaned through her fingers.

"What way?" he asked impatiently.

"At cross purposes, confused, whatever," C.C. looked up at him. "I have these feelings, and then, well, you send these other signals, and....oh, I just get so damned messed up."

Niles sat down beside her on the couch. "I don't know about signals, C.C., but I want you to know...." He picked up her right hand and held it between the two of his.

"I love you with all my heart. I'm sorry if I haven't made that clear before now. I lost my heart to you the first time you walked in through that front door. For many years, I knew that a relationship between us was unimaginable, due to our distinctly different stations in life. I kept up the line of communication with you the only way I could, by picking on you. And when you rose to the challenge, and met me every step of the way...well, that only cemented the bond in my heart."

C.C. looked at him, tears in her eyes.

"I know we have completely different backgrounds and lifestyles, but I can't help the fact that I love you, C.C. Babcock. I love you, and I'd be honored if you'd become my wife, and I'd spend the rest of my life doing my utmost to be worthy of you."

C.C. started to speak, then paused. "Oh no," she said suddenly, clasping her hand to her mouth, "I think I'm going to be sick!" And she dashed off to the bathroom. She just barely closed the door behind her, without locking it, and bent over the commode, retching violently. After a few minutes, she was aware of a presence behind her. She paused long enough to sit back on her heels and flush. She looked up, and Niles was there, placing a cold washcloth on her forehead.

"Are you OK?" he asked, with concern on his face. "How long has this been going on? Have you told Dr. Shin about it?"

C.C. got up and grabbed some mouthwash from the medicine cabinet. She was vaguely embarrassed, performing such an intimate chore in front of him, but on the other hand, she felt miserable and didn't particularly care at the moment.

"I'm fine, I just got dizzy and nauseous suddenly. I just need to lay down for a few and I'll be OK." She pushed past him and went upstairs to her room, closing the door behind her. A few seconds later, the door flew open, and Fran ran in.

"Oh, God, what do you want?" C.C. asked, lying on her bed with her eyes closed.

"Just checking – are you all right?"

"I'm fine – um, wait a minute - how did you know I was sick? I'm sure I didn't barf quite that loudly that you could hear it from the kitchen."

Fran looked down at her toes for a moment and shrugged. "Can I help it if the intercom was on?" She sat on the edge of the bed next to C.C.

"I told you I was fine, thanks for checking on me, see you later," C.C. said impatiently.

"What about Niles?"

"What about him?"

"He proposed, for heaven's sake! You didn't give him an answer!"

C.C. took the cloth off her forehead and looked at Fran. "Of course my answer is 'no.' The question of marrying him is not even serious enough to consider. He's a domestic, for God's sake, and I'm a Babcock. I've never even been out on a date with him, we barely know each other. Why would I marry him?"

Fran crossed her arms in front of her. "You've seen the man daily for almost 20 years. He knows what you want before you ask for it. He was there holding your hair back while you vomited, for crying out loud! What more do you want? I hate to say it, but since I've had morning sickness, I can't remember Max ever coming into the bathroom to help me while I puked."

"Can you really see me giving up my Park Avenue penthouse to live in his little bedroom with him? Can't you just picture us at family reunions – 'this is my husband, Niles, don't mind the smell of Clorox, he just finished scrubbing the grout.'"

"Can you honestly tell me that his job bothers you that much? That it makes a difference? That his Oxford education, his sense of humor, his compassion, his caring – that none of that matters?"

C.C. lay quietly, thinking. Truth be told, Niles' job description really didn't bother her anymore. In the back of her mind, she worried what her family and friends would say. Then she stopped herself. What friends? Her whole life was wrapped up within the walls of this house. Why was she afraid, then? Why did she have to analyze everything so much?

"Does a pedigree really matter that much to you?" Fran demanded. "Were you aware that the only reason he produced that freakin' play was to impress you? So that you'd see him as something other than the butler?"

""There's more to it than that, Nan - er, Fran...I..I just don't know if I'm ready for a commitment," C.C. said, changing her line of defense.

Fran stood and threw her hands up in the air in frustration.

"Do you know what that man went through after your plane was hijacked? How he insisted on flying over to wherever the hell it was you were in the hospital? How he was down here every morning telling the kids to keep the noise down because your head hurt? How he makes sure there's a car available whenever you have a doctor's appointment so he can drive you? Honestly...I don't know how someone who went to such a hoity-toity college can be so stupid!"

C.C. slowly sat up, trying to avoid a headache. She sat in silence for several moments and studied Fran's face before she spoke.

"You know...you're right. I mean, yeah, I worry about commitment, but I've been practically living with the Butler for the past 20 years." She looked down at her hands as she twisted the washcloth absentmindedly. "I can't even imagine starting all over again with someone new. And at my age, it would be a stupid waste of time to even try." She looked up at Fran as if she'd had a sudden revelation. "My God, I am stupid! What the hell is wrong with me?"

Fran leaned over and took C.C.'s hand and smiled. "He's a good man, Miss Babcock," she said quietly. "So many women would kill for someone as half as good. Don't throw it away." She turned and left the room.

C.C. went into her bathroom and splashed some cold water on her face. She looked in the mirror, and combed her hair, freshened up her makeup, and brushed her teeth. She took a deep breath, and marched down the hallway. She paused in front of his door and then knocked. She could hear her heart pounding as the minutes ticked by. Finally, the door opened a crack and he peeked out.

"May I please talk to you?" C.C. asked.

Niles stood back and opened his door. C.C. stepped inside.

"I-I'm sorry about before," she began.

"Of the many responses I imagined to my proposal," he responded, "projectile vomiting wasn't one of them."

C.C. smiled sheepishly. "I'm sorry, I don't know what's wrong with me." She took a few steps forward, and then sat on the edge of his bed. She patted the mattress beside her, indicating for him to sit down. He hesitated, then situated himself next to her.

"You caught me by surprise," C.C. admitted. "You're asking me to marry you when, I mean, let's face it, we hardly know each other. You don't know my real name, or my favorite color, or my favorite song...things that couples know about each other."

"Chastity Claire, purple, and 'Bohemian Rhapsody'," Niles replied.

C.C. looked up in surprise. "The State Department sent over your passport with some other documents," he confessed, "but the other things I already knew."

She chuckled. "OK, True Confessions time: I know your last name is Worthington – when Maxwell switched insurance carriers a few years ago, I saw the forms. And your favorite singer is Reba McIntire and your favorite color is red."

"You like anchovies on your pizza and prefer your steak to be rare – you like to hear a heartbeat when they set the plate down."

"And you like Guinness Stout mixed with Bass Ale, and you root for Manchester United."

"You lost a favorite earring at riding camp the summer after the seventh grade."

"You got arrested for busking in the Marble Arch tube station when you were sixteen."

Niles reached over and hit the "play" button on his CD player. The "Siren" CD had been replaced by a Sparks compilation, and suddenly the room was filled with music:

Marry me, marry me, what's the story

Though a thousand hungry people try to crash our story

But no one in this darkened world

Need ever know but I know

Marry me

A happily-ever-after does that seem too much to ask?

With trees and tots and stucco walls and fountains in the back

And lawns that you or I can mow and neighbors who will chat

About important issues and the state of this 'n that

Marry me, marry me...

Someone to bring me out

Someone to let me in

Someone to bring me joy

Somebody near me

The purple mountains majesty above the fruited plain

Is peeling off the wall of Lucky Miramar Motel

Marry me, marry me...

"Subtle choice of songs," C.C. chuckled.

"All the better to seduce you with," Niles muttered as he leaned over and nuzzled her neck. "Now, where were we? Oh yes, how we don't know each other... Did I mention that you used to call your ninth grade French teacher 'the Turtle'? Or that you secretly enjoy eating at the Waffle House?"

C.C. laughed deep in her throat as he nibbled below her ear. "Let's not forget that you hate ketchup and you used to have a crush on Lynda Carter in her Wonder Woman costume." She reminded him as she sighed deeply and leaned against him, absent-mindedly stroking his thigh with her hand. "I guess maybe we do know a bit about each other..."

"More than you might think," he murmured into her ear, making her shiver as she felt his warm breath. "Remember, I've pawed through your underwear drawer."

C.C. laughed at that and playfully punched him. She looked at him and then suddenly felt shy. Casting her gaze downward, she said, "Niles, I wanted to tell you...about that night."

"What night?" he feigned innocence.

"That night," she emphasized, looking up at him. "I'm sorry I left you like that. I was, I don't know...scared. Confused."

"Silly me, I was hoping for adjectives like 'amazed' or at least 'satiated.'"

"I was both of those, and more," C.C. smiled shyly. She wasn't used to talking about feelings. Not like this. "It was just...well, like I said before, we'd only recently begun talking like regular people – not constantly insulting each other. And suddenly we're in bed together. The next morning, all sorts of things ran through my head – was this a trick? Were you going to make a joke about it? Would you think I was 'easy'"?

"Miss Babcock...C.C.," Niles assured her, smoothing her hair back away from her face, "we'd known each other for over 20 years before we slept together. I'd hardly call that 'easy'!"

"Nevertheless," C.C. continued, "my brain was in a whirlwind. It all had happened so suddenly, and I didn't know what it meant. I thought you were drunk, and that that was the only reason you'd brought me here..." She paused and sighed. "I guess I just think too much sometimes."

"I must admit that's something I'd never accuse you of," Niles chuckled, ducking another punch. He then grew serious as he took her hand and kissed it. "I must apologize for my behavior that night...I had 20 years of emotions suddenly unleashed, and I took full advantage. It was wonderful, but I'm sorry you felt like a one-night stand. That was never my intent."

"Yeah, well," C.C. said, half a smile curling her lips, "next time maybe buy me dinner first?" Her hand reached over and stroked the muscled chest that she remembered admiring that first night.

"Oh, so you think there will be a 'next time'?" he growled as he suddenly wrapped his arms around her and smothered her in a passionate kiss. C.C. was all but gasping for air when it ended.

"I guess I can only hope," she giggled as she pushed him back onto the bed. They dissolved into each others arms, and slowly, passionately undressed each other and lost themselves in a flurry of kisses and caresses. It was even better than the first time, which C.C. thought impossible. Niles held her close and stroked her back as his tongue worked miracles on her breast. She groaned with pleasure and entwined her fingers in his hair, pulling him even closer. Soon she amazed him with her own tongue, as she tickled and teased, and he moaned and writhed until he could no longer restrain himself. He took her then, and C.C. didn't know where she ended and he began, as they melded together in perfect rhythm. He shuddered suddenly and she cried out, and they fell back, exhausted. Niles buried his face in her neck as he tried to catch his breath.

"Oh, how I do love you, Miss Babcock," he sighed.

C.C. traced lazy circles on his shoulder. "And I --- oh, no!" She sat bolt upright suddenly, her hand covering her mouth. She pushed Niles aside and bolted for the bathroom. Puzzled at first, he followed her when he heard the retching sounds. He knelt beside her and embraced her gently when she finished.

"You're going to the doctor tomorrow," he said with finality.

"I'm sorry," she apologized, feeling embarrassed. She stood up and rinsed her face and mouth in the sink. "It's not usually this bad..."

"What do you mean, 'usually'?" Niles stepped forward, concerned. "How long has this been going on? Have you had any other symptoms?"

"Relax, Ben Casey," C.C. said as she walked back to the bedroom and climbed into bed. Niles went to the mini-fridge, got a can of ginger ale, and then joined her. He opened it and handed it to her, saying "drink this, it will settle your stomach."

C.C. took a sip and then reached over to Niles. "Seriously, don't worry. It's only been happening the last week or two, and I don't have any other symptoms. Except sometimes I get tired, but I think that's because of all those pills I take." She took another sip of ginger ale. "It usually doesn't bother me at night, actually; it's worse in the morn..." She stopped cold and her eyes widened. She looked over at Niles, whose eyes were just as wide, but he wore a smile that was threatening to break his face in half.

"...ning," C.C. finished. "Oh, no, you don't think... it can't be."

"Would that be a bad thing?" Niles asked, suddenly worried.

"I don't know..." C.C.'s thoughts were in a tumult. "I mean, no, I guess it's not bad, but..but...it just can't be! At my age??"

"For heaven's sake, despite what I've said in the past, you're not that old. Biologically speaking, you've probably got at least 10 more childbearing years ahead of you. And," he added, "I'll deny I ever said it, but I know for a fact that you're two years younger than Mrs. Sheffield. And she's expecting twins."

C.C. stared straight ahead for a few minutes, then shook her head in disbelief. "I just can't believe....my, God, a baby? How do I know I'll be a good mother?" Panic started to rise in her throat.

Niles pulled her closed and hugged her. "You short change yourself. Certainly you've noticed how Miss Grace looks up to you." He kissed the tip of her nose. "Together, we'll be the best parents any child has ever had." He then let go and reached over to the nightstand and opened the drawer. He extracted a tiny box, opened it, and turned to C.C.

"At the risk of further vomiting," he smiled, "I humbly ask you, C.C. Babcock, if you would do me the honor of becoming my wife."

C.C. smiled broadly and extended her left hand. Niles slipped the ring on her finger, and she reached out to him. "I love you, Butler Boy," she breathed, as she embraced him. She pulled back for a moment and admired her ring, laughing. "A shotgun wedding. Mother will be so proud."

Many hours later, Fran and Max cracked open the door, and peeked inside at the sleeping couple. Maxwell was taken aback, and quickly closed the door, but not before Fran noticed C.C.'s hand outside the covers, wearing a 2.5 carat emerald cut diamond ring.

"I don't ever want to think about what went on in again," Maxwell said, shaking his head.

"I only hope he didn't pay retail..." Fran mumbled as she and Max returned to their room.

THE END (OF THIS STORY...FURTHER DEVELOPMENTS WILL HOPEFULLY FOLLOW IN ANOTHER EPIC)

THANKS FOR READING!