7

"Have you seen my glass of wine," Niles called into the living room. He loved Lois' loft-style apartment, which was all open concept and allowed him to be involved in the conversation even while he was preparing meals.

"On the coffee table, sweetheart," Lois called back as she held the glass above her head for him to see. "Would you like me to bring it to you?"

"Nah, I'm just about done here – I'll come and get it myself," Niles replied.

Fran laughed. "Jeez, in a month and a half, you guys have become the picture of domestic bliss." She enjoyed watching Niles putter around Lois' kitchen, and the way that he seemed perfectly comfortable.

"Well, hardly."

"Oh yeah? You ask her one more time if she watered your roses and I'll gag," Fran laughed. "She's been in here a dozen times, and each time it's just to give you a kiss and offer to help."

"So, she's helpful."

"She's hot for you."

Niles laughed. "You're so crude, you know?"

"I do. But you love it. And more important? You have me to blame for this." Fran batted her eyelashes sweetly, drawing a laugh from her friend.

Shaking his head, Niles picked up a basket of fresh baked bread, and placed it carefully on the table. "You know, sometimes you're a real troublemaker?"

"I am – it's an endearing quality," Fran assured him, stealing a piece of the fresh bread and biting into it.

The table had been set perfectly, and Niles made sure to keep all the glasses topped up. As much as he was 'off duty', he never really felt as if he were. There was this persistent nagging feeling that told him that he should make sure everyone has what they need and that everything was in order.

"This looks amazing," Lois commented, reaching for Niles' hand and giving it a gentle squeeze once she found it. "You've outdone yourself."

"I agree, old man, this looks fabulous," Max added, appraising the food set out over the table.

"If Ma were here, she'd be asking you to make a tin-foil swan out of the leftovers so she could take 'em home to daddy," Fran laughed.

"Aw shucks," Niles said, feigning bashfulness and making his friends burst out into laughter.

"I love when you put on that accent – the one that makes you sound like someone out of the Beverly Hillbillies," Fran added.

"I love everything about him," Lois said sweetly.

"Aww…" Now it was Fran and Max's turn to sigh. These two really were a sweet couple.

Raising her glass, Lois smiled. "If you don't mind, I'd like to make a toast." Everyone nodded their consent, and Lois smiled. "Max, Fran…I wanted you both here tonight because you're our closest friends. If it weren't for Fran, I would likely have never met Niles, and we all know how wonderfully that turned out. But that aside, I've also acquired two great friends, and if it weren't for Fran, I'd have no one to gossip with, no one to spend my lunch hours in the park with, and I'd certainly have no one to keep me up-to-date with all the antics family life can afford you. Max, you've been Niles' best friend for as long as he'd cared to mention, and I know that you've been like a little brother to him. You've really been a support system through out most of his life. I know this is sudden, but I just couldn't wait any more. I wanted you both here tonight when I ask this…" Turning to Niles, Lois' eyes lit up. She loved the way he looked at her, and the way he would always shy away a bit from her. "Niles, will you marry me?"

Fran gasped, and grabbed Max's hand. It was like being in a drama, she decided. It was like a daytime soap opera, but things were actually moving along; they wouldn't have to wait six months for his answer.

"How much have you had to drink, woman," Niles asked sweetly, stunned by the question. More than anything, he hoped she was pulling his leg. Sudden wasn't even a way to describe the proposal she just hurled (however nicely) at him.

"A rather unexceptional quantity," she assured him. "I don't need to be drunk to want to spend every night for the rest of my life with you."

There it was; that was the moment he knew she wasn't joking around anymore. "You're serious." It had come out more as a statement than as a question, and Niles wondered if his jaw hit the table like in old cartoons.

"I am. And this," she said, gesturing between them, "is a rather unconventional proposal, but I have the feeling that if I wait for you, I'll be waiting a long, long time."

Niles chuckled. If only she had any clue. "You're crazy."

"Is that a no?" Lois began to pout. She was certain he'd say yes, but that it might take him a minute to come to grips with what she asked him. It was rather out of the blue, but that didn't make her any less determined that it was the right decision.

Niles felt his head swimming. There were so many thoughts that came to mind, not the least of which was CC. What would happen if he married Lois? Not that he thought that there was a relationship to be had with CC, but he had always hoped – he had spent the better part of his life wanting to be near her, and now he was about to make a decision that would change that dynamic. Suddenly, he'd be taking himself away from everything he had ever loved. He wouldn't be able to stay with the Sheffields anymore; if anything he'd be the day butler, but somehow he even doubted that. He wouldn't see Miss Babcock day in and out, and he'd have almost no excuse to swing by randomly, except to visit on infrequent occasions.

He could feel Max and Fran's eyes boring holes into him as he considered the proposal. He wanted to say no, and excuse himself, but then another part of him realized that this would be his last opportunity. He wasn't getting any younger, and Lois really was an exceptional woman. "You're a crazy lady," he managed, before squeezing her hand. He meant to say no. He had intended to say no. But some how "Yes," had managed to cross his lips, and the next thing he knew people were jumping up and embracing him. Arms were being flung around him, lips pressed against his, and suddenly, he was engaged.

8

"Good morning," Fran greeted.

"Yeah, something like that," CC mumbled. She was experiencing a hangover unlike any she had ever had, and she wasn't even sure why. The night before had started with one drink, then another, and suddenly before she had known why or what, she had consumed a rather substantial amount of liquor.

"So chipper, eh Miss Babcock?"

CC managed to hold back a sarcastic retort, instead opting to look at her watch and then back to the sheets she held in her hands.

"Mr. Sheffield, I was hoping I could kidnap Niles for a while, if you don't mind?" Fran couldn't contain her obvious excitement. "Just for a few hours, if that's ok. I'd like to go and get back before the kids get home."

Smiling, Max nodded. "I'm sure he could use a hand making the preparations, certainly."

"I can't believe we have a wedding to plan," Fran said, overjoyed. Crossing her legs as she slid up on top of the corner of Max's desk, she was surprised that he didn't seem more excited.

"A wedding?" CC scowled. "What wedding? Who's?"

"Niles'! Lois proposed to him last night over dinner. Oy, it was so romantic, and the way she did it… Everything was so magical," Fran said, whimsically.

"She proposed to him?" CC sat stunned, praying she had misheard.

"Yeah, and he accepted. It was like something out of a fairytale," Fran gushed. "I can't believe how one minute we were serving our salad and the next, she was taking his hand in hers and asking him to marry her."

"It was quite the sight," Max said, joining the conversation.

"He said yes?" CC wondered if her heart was about to beat through her chest. Her mouth became suddenly very dry and she hoped that the spinning sensation she was feeling wasn't going to make her pass out.

"He did," Max said , obviously proud and happy for his friend. "They're going to get married next month in a small wedding. I think we're holding it here," he added.

CC's fists clenched at her side, the seat she had taken on the green leather sofa suddenly seeming much less comfortable than she remembered. She needed to find her footing somehow; there had to be a way that she could bring herself back to earth without strangling Nanny Fine. It was, after all, all her fault; the damn glorified maid was the one who brought that Lois character into their lives.

"Well, certainly this is all so sudden. He can't really be marrying someone he's known for such a short amount of time," CC said, hoping to get at least one of them on her side. If she could get them to agree with her, maybe they'd stop him from making the biggest mistake of his life.

"There's no reason to wait," Fran said, narrowing her eyes and glaring at the blond.

"When true love comes calling," Max added, "you should just seize it, and make the most of it."

Fran scowled at him. "You and I, mister, are gonna have a good talk when I get back from shopping with Niles. In the meantime, I want you to consider what you're going to wear; the best man has to look pretty spiffy."

CC made a face. Too much more of this saccharinely sweet display and she might gag. "Are you in the wedding party, Nanny Fine?"

"I'm the maid of honor," Fran beamed. "I can't wait to go shopping for our dresses. Lois said she'd let me pick the color."

"God help her," CC said, "because she just signed a deal with the devil. I hope she likes fuchsia." Her stomach was rolling and churning as she thought about Niles, her Niles, marrying another woman. It wasn't as if she had a stake in him, and it wasn't as if she had ever really intended to act on those feelings she had, but somewhere, somehow, she was feeling more than a little hurt. There was something about Niles finding his 'happily ever after' with someone other than her that was wounding. "I'm going to get a cup of tea," CC said, extricating herself from the room. She couldn't listen to them rave about how great Lois was, or how happy Niles would be. For now, she just wanted to wallow in self-pity and a fifth of scotch.

Making her way to the kitchen, she was still in a state of horrified shock. It never crossed her mind that she'd be walking into the man himself; the man who just pulled the carpet out from under her.

CC resorted to the only thing she could think of: hostility. "You're getting married, huh, Tidy Bowl?" Seeing the expression on his face only made her more bitter – he wore a mixture of pride and love and it suited him. She had never seen him look so sexy.

"3 weeks," Niles said sheepishly.

"So soon? Afraid she'll realized what a mistake she's making?"

CC didn't know how near to being right she actually was, but Niles had no intentions of telling her. When Lois had proposed, he'd almost said no, and he had fully intended to decline the offer. If it weren't for a little voice reminding him that this was quite likely his last chance at happiness, he might well be in a different place altogether. "Something like that," Niles agreed. There was no real reason to drag this conversation out.

Surprised that he hadn't replied with a smart-ass remark, she wondered if this was the end of their relationship as they had known and enjoyed it for almost two decades. Of course, there really wasn't a relationship, per se, but there was something between them. "Three weeks…"

Niles nodded. "Will you be attending?" He hoped she'd say no. He wasn't sure his resolve would hold out if he had to look into CC's eyes while Lois made her way down a makeshift aisle.

"I didn't know I was invited," CC said, wishing she wasn't. When the minister got to the part about anyone having any objections, she wasn't sure she'd make it through without making an ass of herself. She always wondered what those buffoons who objected were thinking, but at that moment, she could sympathize. It would be like watching your world walk away from you, knowing that it would never come back.

"Well, of course you are," Niles said sweetly, before realizing that he couldn't be too nice to her, for fear of losing all sense of objectiveness. He couldn't handle being too near or too civil with her because that's when she broke down his defenses. "Every wedding needs an old hag to remind the single guests that the expense is worth it." He instantly felt horrible, knowing that his words were exceptionally cruel. He'd only said it as a defense mechanism, but she didn't know that.

CC seemed unfazed by his comment. "Well, Noel is coming in to town, but as long as it doesn't interfere with that, I suppose I'll be there."

"You may bring him along, if you'd like. It'd be nice for you to have someone to sit with," Niles said generously, still feeling guilty for his comment.

CC cringed, thinking that he just ruined a perfectly good excuse, and now she'd be hard pressed to find a reason as to why she shouldn't go. "Well, then I'll be there," she said, feeling her heart drop.

"Great," Niles picked up his sponge and continued to sponge off the counter. Noticing that she hadn't moved, Niles looked back up at her. Damn, she was sexy. "I'm sorry, Miss Babcock, was there something I can do for you?"

He couldn't make out her mumbled reply, or at least he didn't think he could. He would have sworn she said 'Don't marry Lois,' before she retreated back out the door towards the living room.

9

Niles had made an early night of it. For a Friday, he was surprised by how most of the family had insisted on staying in, which had ruined his plan to spend the night in front of the TV drinking a bottle of wine and basking in his own self-pity and self-loathing.

When everyone decided to watch a movie, Niles politely excused himself to his room, and explained that he had a headache. It was a lame excuse, but as good as any, he figured. It was unlikely anyone would bother him if he was feeling under the weather, and his pity-party would be able to go off without a hitch.

Settling in to bed, he took stock of his evening. Lois had called from San Francisco to tell him that she missed him. She reminded him that there was still time for him to catch a flight to make the most of their weekend, but he politely declined, citing wedding plans and obligations with the 'family'.

"It's not the same without you," she said. "It's less fun."

Niles laughed and thought about all the times he had that same thought about another woman – one who had driven him to the bar at a party more than once, but had always made him feel alive. "But you'll get to flirt with all those handsome men," he reminded her.

"But the one I want in my bed tonight is on the other side of the country."

Niles felt guilty. The phone call continued on much the same lines: Lois kept telling him how much she missed him, and how sad she was to be there by herself, and he kept trying to find the silver lining. When she told him that she loved him at the end of the conversation, his heart sank. He couldn't quite bring himself to say the words, so instead he offered a soft-spoken "and I, you."

When he hung up, he wondered if he was doing himself a favor by accepting the proposal, or if he was actually dooming himself. In his heart of hearts, he knew he was viciously conflicted. The voice that had said 'no' when she proposed had been his own, but it hadn't presented logic. What had made him say yes was a mixture between fear and resignation, and Niles knew that was no way to walk into a marriage. It wasn't fair to either of them.

As much as he loved Lois, he didn't love her – it was different. There wasn't that passionate 'I-need-you-to-be-able-to-breathe' emotion attached to it, but more of a friendly kind of sentiment. He liked being with her, and he liked spending time with her; she made him feel young and handsome, and she knew how to make him relax, but was that a solid basis for a relationship? Shouldn't his heart patter faster at the mere mention of her name? Was he being too wishful?

The little that he did know was that a minute shouldn't pass without him thinking about the gorgeous young blonde who had given herself to him, mind, body and spirit. The truth was that there wasn't a minute that passed that he didn't think about how he'd spent the past almost twenty years thinking about someone else, and how suddenly he had made a trade-in.

"Oh, CC, if you only knew I existed, you'd understand how much I love you," he mumbled, realizing that it was the first time he had given breath to those words. It shot through him like a knife, and suddenly there was a whole new emptiness and guilt.

Niles knew that the feelings he had for Lois were mere cheap imitations of those he had for CC and even though he knew his love was unrequited, it was love. What he felt for Lois was adoration – he knew that she was a wonderful woman, with great intentions and a passionate heart, and he suddenly felt like a cad. The realization that there was someone else he loved, and that someone had a name, upset him. Up until that moment, Niles had always written off the emotions as different, but now he knew why.

Mentally berating himself for being such a fool to fall for a socialite who was, at the very least, way out of his league, he knew what he had to do. He couldn't go through with the marriage to Lois, and he couldn't spend another minute telling himself that the scathing verbal warfare that passed between him and CC was just contempt.

There had been twenty years of knowing her, and probably just as many loving her, in his own way. At some points he wanted to strangle her, but those were the moments that every 'relationship' had, he expected, and in the end he still found her dazzling and breathtaking. There wasn't a thing about CC he'd change, if given the chance. Even her socialite-elitist ways were endearing, if she would open her scope enough to allow him on the scene.

Closing his eyes, Niles hoped that daylight would bring him some clarity. He suddenly knew what he had to do and only two days to figure out how.