The Sheffield's anniversary party was nothing if not lavish. C.C. probably would've enjoyed it more if she would've been able to avail herself of the bar. Not that she necessarily needed alcohol to enjoy an occasion, but between the Fine relatives and the band playing non-stop Streisand tunes, C.C.'s nerves were on edge. She hadn't felt like dressing up and going out that night in the first place. She would've been content to have stayed at home, snuggled up close to Niles. But, as Niles had coaxed her, this was in support of Fran, who was tired of being pregnant, and besides, two of the Sheffield children would be leaving the country soon, and…and… And enough to get C.C. showered and into a newly purchased Catherine Walker maternity cocktail dress. Despite Niles' assurances that she looked beautiful, C.C. felt huge and unattractive. She put on a brave face, though, and even danced a few slow numbers with her husband when all of a sudden havoc broke loose.

"Darling, what's wrong?" Maxwell's voice carried over the orchestra. C.C. looked over and saw Fran hunched over with a shocked expression on her face. Niles glanced at the scenario and grabbed the cell phone out of C.C.'s evening bag. He dashed over to Max, who called Fran's doctor, and the group made their way outside to the limo. Once Fran was checked into a room at the hospital, Niles, C.C., Yetta, Sylvia, Max and the children crowded around her as she breathed her way through contractions.

"What are we doing here?" C.C. thought to herself. Looking up at Niles, she said quietly, "Promise me that when my time comes I won't have an audience."

Niles chuckled and squeezed her hand. Shortly thereafter, the doctor shooed everyone except Max out of the room, and 20 minutes later, a pale but smiling Maxwell stumbled out into the waiting room and announced the birth of Jonah Samuel and Eve Catherine.

Two weeks later, C.C. was supervising the loading of the last of their boxes and trunks into the moving van. Since Fran was busy with newborn twins, C.C. had also been busy arranging for transport of some of the Sheffield belongings as well. Maxwell, Fran, Grace and the babies were going to drive to Los Angeles. Neither C.C. nor Niles felt up to such a ride, so they decided to fly, and were luckily able to arrange to take Chester with them.

The day before they departed, C.C. was re-checking all the closets, making sure nothing was left behind, when she encountered Grace with a variety of clothes laid out on her bed.

"Do you need help packing?" C.C. inquired. She and Grace had somehow formed an unspoken friendship in the past months.

Gracie looked up at C.C., her face troubled. "I don't know what to take, what to wear in L.A. I mean, I don't know if I'll fit in…"

"Well," C.C. said, easing herself down onto the edge of the bed, "I don't claim to know everything about Los Angeles, but it seems to me like an 'anything goes' type of place. I think all you need to do is be yourself."

"What if I don't know who I am?" Grace asked without looking up.

C.C. put an arm around Grace's shoulders. "You're moving to a brand new place, and no one there knows you. It's just like when I was sent off to boarding school. Nobody knew that I was dull or clumsy, and I just adopted a new personality. You can do the same thing in California – be whatever or whoever you want. Get a feel for the place, and decide if you want to hang out at the beach, or be Goth and frequent the indie record stores…. Look at it as a blank slate, a new beginning."

Grace smiled. "I guess you're right."

C.C. looked at the young girl. She knew that this move was double difficult for Grace; not only was she moving across the country – she was also no longer the baby of the family. These days all attention was focused on the twins.

"Grace, I wonder if I could ask a favor of you," C.C. said.

"Sure," Grace looked at her questioningly.

"I would be honored if you would be the godmother to my baby."

Grace's eyes widened and she impulsively hugged C.C. "Oh, I'd love that!" she enthused.

The next day the Sheffields drove off, California-bound, and Niles and C.C. (and Chester) boarded their flight to Los Angeles. "Are you sure you want to do this?" Niles asked C.C. for the millionth time. She rolled her eyes and replied, "I'm sure. Let's just get it over with." They walked up the jetway and found their seats in First Class. When the engines fired up and the plane was hurtling down the runway for takeoff, C.C. grasped Niles' hand and squeezed it, her eyes firmly closed. He reached over and placed his other hand on her knee gently. After a few minutes, C.C. opened her eyes, sighed, looked around her, then slumped back in her seat. "I'm OK," she replied to Niles' questioning eyes.

"I'm sorry you can't have a Scotch or something; I'm sure a good stiff drink would make this more bearable," he apologized.

She took his hand again. "I'm OK, really. I guess part of it is because it doesn't look the same…different type of plane, different people…it doesn't really remind me of - it. I'm not frightened, I feel safe." She silently wished she could say out loud what she was thinking. She felt safe and protected because Niles was here with her. Just feeling the warmth of his body next to her, the scent of his Paco Rabanne, was like a tonic; she felt completely serene and at ease. But she couldn't think of the words, she couldn't did know how to say something so…personal, something that would open her feelings up wide and lay them out on the pull-down tray table, so to speak. C.C. Babcock still didn't know how to let all her defenses down.

The couple landed safely, collected their luggage, gave Chester a comfort stop, and picked up their rental car. Maxwell and his gang were of course still on the road and not expected for several days, so Niles and C.C. that time settling into their new surroundings. The guest house that they called home was much larger than C.C.'s penthouse, and she wandered from room to room in wonder. "I guess this should be the nursery….and this the master bedroom…" She looked over to Niles for his approval. They spent a few hours mapping out the house, and then retired to a nearby hotel, which would be their base until their furniture arrived.

Eventually their belongings arrived, as did the Sheffield family, and life somehow fell into a pattern once again. Niles was still studying for his exam, but in the meantime was also busy interviewing staff for Maxwell's house. Until he decided otherwise, Niles was to be the manager of Max's household. He also concerned himself with looking for a staff for his own house.

"What staff? There's just the two of us," C.C. complained.

"I'm aware of that, Blondie, and I've seen the damage you can do with a mere toaster."

"Who said I would cook? That's your bailiwick."

"And when exactly would I fit that into my schedule? Between managing the Sheffield household, studying for the Bar, and chauffeuring you to doctor's appointments and childbirth classes?" Not to mention a nanny after the baby is born, Niles thought to himself. He knew C.C. would probably object, but he was concerned about her delicate health since the hijacking, and wanted to make motherhood as easy as possible for her.

Childbirth classes? Oy, as Fran would say. No doubt replete with those gruesome films of the whole revolting process. Who in their right mind would agree to have such a thing filmed, anyway? C.C. thought to herself. "Well, whatever you think is best," she shrugged dismissively.

Two months later, Niles was tapping away at the computer, while C.C. pored over the next day's rewrites for the sitcom. Now that she didn't have to schmooze investors, her role in Sheffield-Babcock Productions had changed. She had taken on the duties of an executive producer, and, as always, was very good at what she did.

"What do you think about a birthing ball?" Niles asked her without turning from his computer screen.

"I told you when Nanny Fine gave birth, I don't want a party when I'm delivering."

"No, no…not that kind of ball – it's a big inflatable rubber ball that you – "

"No ball, please," C.C. said, shuddering. "Like I told you before, my preference would be to just phone this whole thing in."

Niles was silent, but concerned. He was in favor of natural childbirth, but C.C. didn't want to hear about it. She wanted drugs, the more the better. She'd already vetoed a midwife and a doula, and her obstetrician had a laissez-faire attitude – whatever the mother wanted, she got. He didn't press the issue, as C.C. was very near her due date, and very, very irritable and cranky. He decided to wait a day or two before approaching the subject again.

C.C. finally slammed the script down on her desk with a sigh, and turned the lamp off. "I swear, I don't think they can dumb this show down any further."

You say that every week, Niles thought to himself, but said out loud: "You've done enough for today, come to bed." She slowly rose from her chair, hands clasping her lower back, and she haltingly waddled with him to the bedroom.

C.C. was awakened early that morning by a dull ache in her lower back. Unable to get comfortable in bed, she got up quietly, so as not to disturb Niles, and went into the kitchen. She put a cup of water into the microwave and got a teabag out of the cupboard.

"Poor Niles," she thought to herself as she dipped the teabag into the water, "he's had less sleep than me these past few weeks. Who knew pregnancy could be so hard on the father?"

She sat down to sip her tea, but the discomfort in her back grew worse. She found that walking seemed to relieve it a bit, so she started pacing from the kitchen to the dining room and back. Before long, the pain had spread from her back to her front, and it occurred to her that she might be in labor. She went into the living room and put a CD on the stereo at low volume, so that she had some music to walk to. Pacing slow circles around the room, the pain became more intense and it was apparent that these were, in fact, contractions. Reluctantly she went to the bedroom and gently shook Niles.

"Niles? Honey?"

"Mmmph?" he stirred slightly. 'Honey!' Even in his stuporous state he sensed something was amiss – C.C. rarely blurted out such tender terms of endearment.

"I think this is it."

Niles sat bolt upright in bed. "This is it!" he repeated with alarm.

"I think so," C.C. said softly, sitting down on the foot of the bed while rubbing her tummy. "If this is false labor, then I don't want to feel the real thing."

Niles bolted from bed and ran to the closet. He grabbed some clothes and started climbing into them in a panic.

"Have you called the doctor? Why didn't you wake me earlier? Are you OK? What can I get for you?"

"Calm down," C.C. said with a sudden, new sense of calm. "It just started in earnest in the last hour. I didn't want to wake you until I knew for sure. Lord knows, you need your beauty sleep, Butler Boy."

Niles smiled at that and slowed down a bit. He sat down on the edge of the bed to put on his shoes and socks. "How far apart are they?"

"How far apart are who?"

"Your contractions, Babs; pay attention, would you?"

"Oh. I forgot I was supposed to time them." Her face contorted slightly then, and Niles knew she was in the middle of another contraction. His eyes flew over to the digital clock, and he carefully noted the time.

C.C. felt restless and got up to walk again. "Do you want some tea or something while I'm up?" she asked.

Niles got up to follow her. "Sit down, let me handle it."

"It feels better to stand up and walk," C.C. explained. She went back into the living room to walk with the music while Niles made himself a cup of tea, all the while keeping an eye on his wife. He saw her pause and lean forward slightly, hand on tummy. "Another contraction?" he asked.

It was a few seconds before she could answer. "Yes," she replied, then continued walking.

Niles phoned the doctor, only to find him out of the office. The nurse promised to page him. When the doctor called back, Niles informed him of C.C.'s condition, and that the contractions were approximately 20 minutes apart.

"Relax, old man," the obstetrician assured him, "it's her first pregnancy, this will take a while. Just do what you can to make her comfortable, and call me again when they're closer to 10 minutes apart."

Niles went into the living room to report to C.C.

"Dr. Johnson says it may be a while yet," he told her as she walked.

"I think I'm going to take a shower," C.C. replied. "Maybe the hot water will help relax me."

Niles went ahead of her and ran the shower, then helped her into the tub. "I'm just shout away, sing out if you need me," he told her, giving her a quick kiss.

C.C. took her time in the steamy shower, finding that the pulsating water felt very good on her back. When she eventually stepped out of the tub, she had a strange feeling in her stomach. Unsure of whether she was going to throw up or needed to relieve herself, she sat on the toilet. Almost immediately she heard a "pop" and then felt a rush of water. Startled, she stood up, squiggled into her nightgown, and then ran out of the bathroom calling for Niles.

"What's wrong?" Niles rushed to her, alarmed.

"Call the doctor," she gasped. "I think my water broke."

"That can't be! Dr. Johnson said –" he paused when he saw the look of urgency on her face. "Oh my God." He turned to run for the phone, then stopped. He turned back to C.C. "Let me help you to the bedroom, you need to lie down…."

"I need to get ready to go to the hospital," C.C. groaned, as she stumbled towards the bedroom. "Go call the doctor, ask him if we need an ambulance…"

Panicked by the mention of an ambulance, Niles grabbed the phone in the kitchen and frantically called the doctor's number. He reported C.C.'s latest developments, and Dr. Johnson tried to calm him.

"Everything is fine," he soothed Niles. "I'll order an ambulance, only because I believe you're in no condition to drive."

Niles ran back to the bedroom in time to see C.C. lean over the bed in pain. He saw the suitcase partially pulled out from under the bed and realized she'd been trying to retrieve it.

"Don't worry about that, Caca," he said, putting his arms around her, "I'll take care of it. Just relax."

"I … can't…" C.C. moaned, still frozen on her feet, leaning forward, arms braced on the bed.

Niles was frantic, not knowing what to do. "Hang on, Darling, the ambulance will be here any minute." He rubbed her shoulder reassuringly with one hand while rifling through her suitcase with the other hand. "Nightgown, slippers, books, Walkman…do you want to pack anything else?"

C.C. moaned loudly in response and suddenly fell forward onto the bed, landing on all fours. "Oh my God, Niles, what's happening?" she screamed.

Under any other circumstances, C.C. Babcock would have been mortified at the thought of presenting herself thusly, backside thrusted forward, nightie hiked up over her hips, to her husband. But at that moment, nothing mattered, she couldn't see or think through the blinding pain and mounting panic.

Niles was faring only slightly better, trying to maintain his wits as he saw the top of his baby's head appear in front of him.

"Oh no…."

"Oh no? What do you mean 'oh no'?" C.C. cried.

Niles knew he had to try and keep her calm, if at all possible. "Just relax and go with it, Sweetie…breathe…" He made a mad dash to the bathroom and returned seconds later with several large towels.

"Oww…oh God, help me!" C.C. bent forward, head on her forearms, while Niles reached out and gently guided the head out as it presented.

"One more good push, Babs!" he coached her, perspiration dotting his forehead.

"Oh, I – I can't…aargh!" she gave one final screech and then collapsed into a heap, panting heavily. Niles found himself trembling uncontrollably, his gaze fixated on the tiny bundle in the towels he held.

"What the – Oy!" The familiar honk of Fran Fine Sheffield snapped Niles out of his trance. Neither he nor C.C. had noticed that Fran, alarmed by the sirens, had let the paramedics into their house with her key.

The next few minutes passed in a blur, with some firemen attending to C.C. and others taking care of their newborn daughter. "It's a girl!" Fran chortled and clapped. "C.C., can I get you something? Are you OK?"

C.C.felt exhausted, unkempt, and completely otherwordly. "Um, thanks Fran, I'm all right," she said, her head swimming. Her eyes pleaded with Niles, and he tactfully escorted Fran out of the bedroom and gave C.C. some privacy while the paramedics bundled her onto a gurney and transported her to the waiting ambulance.

Niles followed her outside, suitcase in hand, and encountered Max on the front porch.

"Congratulations, old man!" Maxwell hugged him enthusiastically. "A girl! Good show! Have you chosen a name?"

Max already knew the gender? Fran didn't waste any time, Niles thought to himself. "Thank you, Max…No, no name yet…" he mumbled as he climbed into the ambulance to accompany C.C. to the hospital.

Half an hour later, he was in C.C.'s private room at the hospital, gazing down in awe at his daughter and his wife. It was slowly dawning on him that he had helped to deliver this miracle into the world. His eyes were suspiciously moist as he gently stroked the baby's head.

Dr. Johnson had been waiting for them and repeatedly expressed his surprise that a first-time pregnancy had progressed so quickly. After a thorough examination, he proclaimed mother and daughter were both in excellent health.

"Again," he said, feeling the need to apologize, "I'm sorry I didn't have you come to the hospital sooner…it's just that, well, it was her first…"

"C.C. Babcock does not wait for anyone," Niles interrupted the doctor with a smile.

"C.C. Babcock-Worthington." C.C. said quietly, looking at Niles over the baby's head.

Niles felt a lump in his throat and dabbed at his eye with a handkerchief.

"How was it?" Dr. Johnson asked Niles. "Were you terribly frightened?"

"I can't describe it…" Niles struggled to explain. "It was…" he paused, lost for words.

"A kind of magic?" the doctor supplied.

"That's it, exactly," Niles agreed.

Dr. Johnson left the couple alone, and Niles sat on the edge of the bed, watching as C.C. tentatively nursed their daughter.

"I guess I should've read those brochures from La Leche League," she joked.

"You're doing fine, Darling," Niles said, his voice filled with compassion.

"Niles, I've been thinking…"

"Yes?"

"Well, I sorted through a lot of old papers and albums while we were moving…"

"And?"

"And I saw all those photos of you and your grandmother. I know how close you were to her, and how she pretty much raised you while your mother and father were both in service…"

Niles sighed, remembering his beloved maternal grandma.

"So I thought, since the baby is a girl, we could name her Prudence, after your grandmother. Besides…" she looked embarrassed for a moment. "When I was away at boarding school, there was this girl, Prudi, who was beautiful, and the best at just about everything. Best athlete, president of the student council, head cheerleader, you name it. And yes, I was envious of her, and hated her sometimes, but I'm thinking it might be a 'good luck' name for our girl, then. I've always associated that name with success since that time." She paused and looked down at the baby, tears forming in her eyes. "If that made any sense. Maybe it's the hormones talking… Would you rather she be a Brittany or Tiffany or….?"

"I think Prudence Claire would be a beautiful name," Niles responded, leaning over and kissing the top of C.C.'s head. "I don't want to hear any argument about the 'Claire' – our girl should definitely carry some legacy of her beautiful mother."

C.C. struggled to reply, but could only gaze up at Niles with tears of happiness streaming down her face. She finally found her voice. "I love you, Butler Boy."

"I love you, Brunette Babe. Thank you. Thank you for the most wonderful gift in the world."

C.C. scooted over to one side on her bed, making room for Niles. He lay down beside her, and wrapped his arms around his wife and his daughter.