Outside the Sheffield's Mansion

"Nanny Fine, one thing before we go in. Don't mention to Niles or Max about this tape."

"Why?"

"Do you have to ask that?" CC smiled. "I don't want them to know. At least not now."

"Sure." Fran's mind: Why does she not want them to know? What is so secret about this tape? Oh well,

CC looks in the kitchen window. "Just Niles." Gets the key from the hiding place. Fran's mind: So that's how she gets in. I'll have to remember that. CC turns the knob slowly. Not to scare the poor man. "Pssst….Niles." she motions for him to come to her.

"Oh, no. Now what?" He walks around the island shaking his head and waving her away. "What is it Ms. Babcock? Can't stay away? I have work to do."

"You. You work? Ha." He glared at her and started to walk off towards the den. "Niles," he turned and looked at her. She pouted at him.

"Just come in." he rolled his eyes. Niles' mind: What can she want with Mr. Sheffield at this hour? Does she ever give it a rest? I mean what possibly couldn't wait till morning? "I'll tell Mr. Sheffield you're here."

"Niles wait. Where is he?"

"Upstairs why?" she turns around. "All clear." She gives Fran the thumbs up. Fran walks into sight.

"Ms. Fine." Niles runs up to the door and hugs her. "It's good you came back. I thought…" He sniffs. "I thought I'd never see you again." He had a sad look on his face.

Niles' mind: Now what the bloody hell is going on? Why is Babcock bringing Ms. Fine back here? How did the witch convince her to follow along? How did she get both of them here? Babs only has one broom.

"Now Niles, I couldn't leave you. I just…." Fran smiled at him.

"Hold that thought, Mr. Sheffield's coming." He warns the both of them.

"How can you tell?" Both of the girls had confused looks on their faces.

"I know the footsteps. Now go to the den use those stairs." He points to the door to the den. "I'll stall him in here." CC rushed her towards the den. Mr. Sheffield comes down the stairs in a bathrobe.

"I thought I heard voices down here. Like CC's and Fran's." he looked at Niles confused. He shook his head.

Max's mind: I swear the noises in this house are getting to me. It must be that I miss her so much. He breathes deeply. What am I going to do? Is this going to happen all the time? It happened last time that she wasn't here. He swallowed. None of this is real. I'm just dreaming. That's it. Oh what am I thinking? What is she thinking? She……oh I don't want to think about that.

"No," Niles shook his head "Just me. Just lonely old me." Niles goes around the island in the kitchen. "Do you need anything sir? Say a friend."

"I….. oh never mind. I forgot." He heads back up stairs. Nanny Fine and CC just made it into her old room before Max walked by. Max looked in the direction of the Nanny's room.

Max's mind: Something's not right here. Why is her…her……he lowers his head. Oh I miss her. He sniffs. Why is this happening? I can't take it. He sniffs again. Why is her door shut? It never was. He thinks that he hears someone in there. That's impossible. Niles is still downstairs.

"Someone's coming in the closet quick." Fran grabbed CC's arm. "This way."

Both CC and Fran raced into the closet. "Don't shut the door. He won't walk in here. Go to the back. Far back." Fran motion with her hands to the back of the closet. "Back, back."

CC's mind: Now this is a closet. No wonder she never wanted to leave. I wouldn't either. How many cloths can one person own? She has enough in here to wear one outfit per day for a year. CC holds out a skirt. I wouldn't be caught in some of these.

Max opened the door and walked in. When he turned on the light he sighed out loud. Fran's heart sank. Fran's mind: Look what I did to him. Look how sad he looks. What have I done? Max sat on her bed. Fran sat on the floor staring at him though her cloths that were still handing there. CC swallowed. She pointed to the camera bag.

"That's why I brought you the video camera."

"You're helping us. Something must be wrong."

"Can't someone help a friend?" Fran thinks that Ms. Babcock is really nuts now.

Is she just drunk? Never helps or calls us her friends. Oy.

"Remember not a word of this to Max or Niles."

"Yeah, yeah," Fran was watching Max intently. He started talking out loud to himself. "What happened? I mean she was, so loving. I know it was not all her fault, that my son was there but now I'm alone again. I couldn't live with all the pain and memories. The nanny is to protect my kids not get them into trouble." He picked up one of her pillows. He could smell her chenille on it. "I love you Fran."

"And she still loves you too sir."

"Oh, Uh…Um….Niles." Max looks over at the door to find Niles standing there. "I know but it still hurts. I mean…."

"I miss her too sir. She was and still is my best friend." From experience he knew that she and Ms. Babcock were most likely hiding in the closet. He was defiantly not going to tell Mr. Sheffield that. He wouldn't get her into more trouble.

Niles' mind: Why is he in here? What's he doing? Remembering.

"I just needed to…you know remember this moment. I don't think things will ever be the same." Max shook his head. "How could it?" Niles sat next to him on the bed.

Niles' mind: He's right. He swallows. Nothing will be the same without Ms. Fine here. No more mornings in the loud bathrobes, no more laughs, no more secrets, no more soaps……stop it. Stop thinking that way. Everything will work out. But what if it doesn't…… don't think that way. Everything will. I have to believe that Ms. Fine and Babs have something planed. Oh no, Ms. Babcock. Now, we are all dead. He sighs. Max looks over at him.

"You miss her too don't you ol man."

"Everything is going to be all right. Like Fran says all things will work their way out in the end."

"That's me Niles. But this time I don't know. I guess but what if…what if…".

"Enough about the what ifs. We will deal with that when it and if it comes." He looked over at Max and Max begins to cry.

"There, there sir." Max laid his head on Niles shoulders. Niles' mind: I hate to do this but it's the only thing that calms him down now a days. Niles rubbed his hair. "There, there sir." Max started to fall a sleep. Niles decided to just lay him down in that bed and cover him up. "Good night sir." Niles walked over to the closet.

With one quick look back at Max he peers in. "Ms. Fine." He whispered. "He's a sleep." Both CC and Fran came out of the closet. They quickly made their way through the room and into the hall. "Stay in the guestroom." Niles pointed. "No one's in there, so it's still made up." Noticing the question mark look on Niles' face, CC decides it is best that she goes back home.

"I have to go Nanny Fine. Remember what I asked of you." CC went down the stairs. Niles' mind: What happened here? CC asking for help from Ms. Fine. I better see if Ms. Fine needs anything. Niles thought to himself.

"Niles."

"Damn." he mumbled. He walked back across the hall to see what Max was shouting about. "Sir."

"Bring me some milk please."

"Sure sir." He left the room and murmured, "I'll check on her when I come back." When Niles returned with his milk, Max was holding Fran's pillows all curled up fast a sleep. Niles shook his head placing the glass of milk on the bedside table. Niles' mind: What's going to happening when this is all over? Is Ms. Fine just gone? He didn't want to think about that. He sighed.

He checked on Ms. Fine just to make sure that she didn't need anything before he went to bed for the night. Sorry morning now. She was breathing lightly as she slept. "I see my work is done."