A/N: I'm aiming for a minimum of a chapter a week in terms of posting updates. Hopefully some questions/concerns are sorted in this chapter. It's a doozy and definitely the longest, but I couldn't find a sensible place to split this without it being awkward. I appreciate all the feedback and follows. Please keep reading and reviewing because I try to utilize the feedback in the editing process when applicable; plus, the positive feedback inspires me to keep posting updates. Y'all are the best.

And the usual statement: I don't own a gosh darned thing related to The Nanny.

Niles straightened his bowtie while looking in the mirror. He and Miss Babcock had safely arrived in London earlier in the day and had time to nap, have a light lunch, and get settled before the benefit that evening. Currently they were performing an uncoordinated dance around each other as they got ready. CC had made the reservations weeks before not realizing their shared accommodation would be less than spacious. If she had not mentioned she was bringing her 'husband' when the benefit coordinator called to verify the arrangements the previous week, she would not have had to share or been saddled with the man currently unable to properly straighten his bowtie. For appearances sake, she was stuck with Niles for the weekend. At least he willingly napped in the chair and let her have the bed when they arrived.

'Out of my way, butler,' CC said. 'I need the mirror.' She pushed him to the side. Somewhere in the back of her mind she had to admit the tailoring on his tuxedo was perfect. She, on the other hand, almost felt dowdy in her black dress with gold trim that highlighted the neckline and trailed down the sides. She opted to pair the dress with a white shawl that now felt matronly.

'You know they wouldn't believe you if you had showed up with Mr. Sheffield on your arm,' Niles said as he moved toward the small bathroom to finish his preparations.

'And why, exactly, is that? We've never met any of these people, Niles. The invitation to attend came out of the blue. Even Maxwell was shocked.'

'I suspect someone would recognize him. Me? I'm just the butler. No one ever pays attention to the butler unless he does something stupid.'

'They'll be looking at you tonight, so don't do stupid.'

He came out of the bathroom. 'I have no intention of drawing any more attention to myself than you have already accomplished by insisting you were married and had to bring your husband, Miss Babcock.'

'Niles, we went over this.'

'Sorry. CC,' he said overly annunciating each consonant. On the flight over, when they weren't alternately sleeping or ignoring each other, they agreed on what to call each other. He was still just Niles, but he would need to get used to calling her by her preferred initials. If anyone asked why she went by her maiden name, she was a modern woman and American. Some idiosyncrasies were to be expected.

'You could sound less hateful, dear,' she said. She moved to the door. Niles checked that he had what he needed. He looked to her for approval. She gave him a lingering once over. 'I must compliment myself on your wardrobe,' she said.

Niles opened the door then proffered his arm to his 'wife' for the weekend. 'Your dress isn't too bad either, CC,' he said. Once again he made her name sound nothing like what one would expect to come out of the mouth of a loving husband. 'I do wish you'd done more with your hair, though. I miss some of those elaborate configurations you used to sport.' In her ear he whispered, 'darling.'

She ran her tongue over her teeth as her body tensed. 'Next time tell me I need a stylist before we leave.'

'You look respectable enough. Relax,' he replied knowing full well his words would have the opposite effect.

She looked away and sighed hoping the rest of the evening would fly by so she could be rid of him.

:p:P:p:P:p:P

CC quizzed Niles about a variety of subjects as they rode between their hotel and the banquet hall where the benefit was being held. Maxwell had flexed the Sheffield name to get them a decent driver for the night, which is to say that Niles made the call while his employer said a few words into the phone at the appropriate time. More interested in the scenery, Niles answered all the questions his 'wife' asked. They opted to keep the information as simple as possible seeing as they had known each other for nearly two decades. Being the resident yenta long before Fran Fine's arrival helped Niles tremendously, though CC had shown less interest in knowing about him than making sure he knew about her.

'You're not even paying attention to me,' CC said. She really did not blame him. She found her own company quite dull most days, and this constant need to question him was making her nerves worse rather than better. Maxwell had stressed just how important these people were in their attempt to truly make Sheffield-Babcock Productions an international success story. She wondered if he had said so only because she kept hounding him.

Niles turned to look at CC. 'Look, dear, I know all about your family, your history, our history, and how we met and fell in love. The only difference is that we really met and fell in hate with each other.

'You started working for Mr. Sheffield. Over time you realized you didn't mind my humble station in life – partly because it annoys your family – and I got over you being from a family of snobs. Even when you annoy me, I find it endearing. When I fail to live up to your exacting specifications, you forgive me. We have no children and are in no rush to start a family. Your career comes first. My meager ambitions are supported by your money, though I still assist Mr. Sheffield in the running of the household. I know when you're happy, sad, need space, or just want some sort of comfort even from across a crowded theatre. You tease me mercilessly, and I let you do it in exchange for a zinger of my own. I forgive your faults because you're beautiful, intelligent, witty, and driven. There really isn't anyone else I could have imagined marrying because you refuse to accept my bullshit and I refuse to accept yours.'

CC stared at Niles as he finished his diatribe. She was a little taken aback by the intensity of the speech and wondered how much might actually have been a glimpse into his true feelings. 'Well, alright then, butler know-it-all,' she said. Sufficiently appeased, she turned away and kept silent for the remainder of the trip, both of them lost in their own thoughts.

As the car came to a stop, Niles leaned over. Making sure to catch her eye, he said 'You look stunning this evening. There's no one else I would do this for.'

She waited for the insult that she was sure to follow but never came. Her brow furrowed and a self-conscious smile crossed her face when she realized he was being earnest. 'Thank you, Niles.' She reached up to make a slight adjustment to his still crooked bowtie. 'You clean up well for someone who cooks and cleans for a living.' His eyes brightened slightly, whether from the compliment or the familiarity, she wasn't sure. 'You're actually very handsome in the penguin suit.' His eyes grew even brighter as the hint of a smile emerged. CC looked away as the driver opened the door. Niles exited first then extended a hand to her. She readily took his hand, using his presence as a steadying force for her shaky nerves.

Niles noted CC's grip on his hand tightened when they entered the ballroom where the benefit was being held. She glanced around and realized how out of her depth she was. Sure, she had been warned by both Maxwell and Niles, but nothing could prepare her for these people and their variations of being moneyed. One quick glance was enough for her to realize that the high flyers of New York City and Los Angeles were quaint in comparison. These people not only had money, but liked their ostentation to appear in clothing or bearing or just plain snobbishness. She had felt dowdy earlier. Now she felt pedestrian. She plastered on her best 'grin and bear it' smile that had been getting a workout thanks to Maxwell bringing Nanny Fine and family to functions in recent years.

'Try to look less like a constipated sea creature,' Niles whispered in her ear as he steered her into the room properly with one hand on the small of her back. Getting her to drop her grip on his hand had been fiasco enough while they waited to be announced. He really did not need her drawing more attention their way. They were obviously the novelty of the evening based on the looks they'd drawn when they were announced moments before. The tension in her back decreased slightly with the familiar ground of his insult.

CC realized whe was getting a taste of why Maxwell preferred one-on-one business meetings with this sort. Niles kept her within arm's length as he led her to what he hoped was relative safety. He recognized a number of the older faces. Niles knew he bore an uncanny resemblance to his father who had worked for a number of the people present. He worried his familial connections might damage their cause and so made a note of who to keep at a distance if he could help it.

'It can't be that bad,' CC said quietly. She surpressed the urge to run her hand through her hair like a nervous Maggie talking about the lastest boy to catch her eye. Then CC looked at Niles and noted the mix of concern and desire to get away from everyone as fast as possible. 'A little help here, husband.'

Niles released a sigh then started to walk her around the outskirts of the room. He pointed out the ones he recognized from personal experience and others he had heard enough about from reliable sources to identify. CC tried to take in as much information as she could about Lord Whazzat or Lady Whatsinaname while Niles talked. Some of the information she recalled from the primer Maxwell and Niles had put together for her, but most was new. There were plenty of people present Niles did not know, but the look of them often was enough for him to guess whether they were new money, old money, or trying to make a name in society. For once Niles' yenta status helped CC a great deal in determining who might be open to her pitch.

Eventually Niles found a table he felt was suitable. At least they weren't confined to a specific space like at other benefits. Apparently this one was a bit more free-wheeling – pay the fee, schmooze, eat, and drink as you desire. 'Stay near here while I get us something to drink,' Niles said. He left CC seated at one of the outer tables. A few people sat clustered nearby, mostly younger looking women, though a few young gentlemen comingled.

'You're the American, aren't you?' a young looking lady with an upper crust accent asked. She had the nose and chin of someone with some sort of inbreeding in her genetic history, but lacked an entirely snobbish demeanor. 'You work with Maxwell Sheffield, don't you? Pity he couldn't come. He's very fit.'

At some point during the girl's speech (for CC realized she was, indeed, looking at a girl), CC tried to say something and found the people at the other end of the table did not care one whit what was going on. The girl babbled on and on about her daddy and Andrew Lloyd Webber and how theatre was dead and dying and so forth. When Niles returned, CC gulped down her drink and followed with his in another gulp. He looked at her with an questioning intensity then went off to get another drink, muttering under his breath.

Before they left for the trip, Maxwell had pulled Niles aside to ask that he keep an eye on CC's drinking. They both knew she was something of a functioning alcoholic, so keeping her off it entirely would be a bad idea. However, Niles might be able to minimize her consumption. Given the state of the room and her obvious agitation, Niles decided that two was her limit as far as what he would give her. He made no agreements about his own drinking, but prudence told him to keep that to a minimum as well. If his 'wife' went too far off script he would need his wits about him. This wasn't the room or the crowd either of them was used to these days.

Niles downed a shot of whiskey for his nerves then headed the last direction he saw Babcock. Unsurprisingly she had vacated the vapid rich girl corner in search of someone who might actually be interested in investing in theatre productions or pay her the least bit of attention. He began wandering around the edges of the assembled crowd, keeping an eye out for his blonde socialite. No one paid him any mind as he circulated the room. All those years of being invisible were paying off in that regard. Finally, he noticed, she was dancing with a dashing young man who had to be at least ten years younger than her. Well, let her have her fun, he thought. She was still tense, but this was the most relaxed Niles had seen her since they arrived. And that smile seemed genuine enough.

'Isn't that your wife?' an older fellow asked pointing to one of the couples on the dance floor. Niles did not recognize the man, though the tartan looked familiar enough. The gentlemen was old society, though not entirely moneyed these days by the state of his dress. Niles made no assumption the man didn't know who he really was given that CC was being pointed out to him. 'The American?' the man asked. Niles realized he was not as invisible as he hoped.

'That's her all right,' Niles said. He wished he had another drink as he shoved his shaking hands into his pockets.

'Pretty, in a plain way,' the man said then continued to talk about a lot of nothing. Niles began to pick up snippets of conversation around them, mostly from a variety of young society gentlemen.

'… the butler, apparently,' one said to the right of Niles.

'Not really a looker, but for the money, I'd…' another mentioned to the first.

'… poor man's Andy Webber. Mummy says the musicals lack originality and would never catch on here,' a third voice, a female this time, said from Niles' left.

'… must be shagging the boss considering the husband,' the first one said.

'Haggard looking fellow; so low class…'

Niles turned to the older gentleman who was still jabbering on about who knows what and how and whatever else crossed his mind. 'Excuse me, sir,' Niles said as he took his leave. He felt a bit bad for the older man being left on his own, but the talk around them was getting to Niles. He focused on CC Babcock who was laughing at something her dance partner said. Had she snuck someone else's drink? No, Niles noted that her gaze was too steady. It had to be something the young man said. Niles found CC spinning his direction then back into the arms of her dance partner. Niles nodded. 'May I?' he asked. CC shot him a look telling him to go away that he ignored. Instead he took the hand that was given to him.

'Sorry, my husband is a bit possessive,' she said to her previous partner.

The gentleman bowed. 'It was my honor to dance with you, miss.' He turned away.

Niles led CC toward the other end of the floor. He knew it didn't matter where they were. He could hear every word now.

'What are you doing?' CC asked through the fake smile that had reappeared. 'I was networking, Niles.'

'I'm sorry, but it's imperative I show you what they're really like,' he said. 'Shut up, listen, and dance with me, CC.' He continued to hold her hand while his free hand slipped to her waist. Her arm automatically found its place at his shoulder.

CC felt the warmth of his hand on her hip and the steadiness of his shoulders as he led her through a waltz. She never had a complaint about the way he danced. Niles kept a frustratingly neutral expression as he looked her in the eye, and heard every damn word the people said about them, not just the young men from before.

'Who marries the help even in this day and age?'
'Must be a great lover.'
'In it for the money, no doubt.'
'They must be covering for something.'
'I'd like to get my hands on her.'
'Surely she has the money to buy a proper husband.'

Her body slowly tensed with each passing turn and each terrible thing someone said. Niles knew the exact moment the words hit her. The light in her eyes disappeared and the anger arrived. 'Eyes on me,' he whispered firmly in her ear as she began darting glares around the room. 'Stay with me, Babcock,' Niles said. She looked him in the eye again, this time at breaking point. 'I think we've heard enough, yes?' She nodded. He led her off the dance floor and out of the building, never once letting her out of his grip. Their hands stayed entwined until they were both in the car and returning to the hotel.

CC rested her head on Niles' shoulder. He felt her silent sobs and pulled her closer, his arm around her shoulders. He said nothing, not even an apology for his actions. Niles knew these people, knew how they talked, and knew how they treated outsiders. Not all of them were awful, but finding the good ones and the ones who were worth their time was something that Maxwell Sheffield had put a lot of effort into. Surely now she understood why Maxwell never exposed her to these events.

Niles decided he would call Mr. Sheffield from the hotel and explain the situation. He was sure his employer would understand why they would be coming back empty handed. But more pressing was the worry that Niles had regarding Miss Babcock. Had he pulled her out in time? Would she even forgive him? He could manage without the forgiveness, he decided. She was used to the community of her peers which could be equally vicious, but this was different. In New York they accepted her because she was one of them. In London she was the foreigner who had married the help. She was never going to forgive him for showing her their true faces, but he would never forgive himself that, either.

He pulled her closer even though she was trying to move away, her hurt turning back toward anger as they approached the hotel. Whatever was coming, Niles knew he deserved it. He just wanted to deal with whatever she threw at him in private.

:P:p:P:p:P:p

For a moment that felt like decades, Niles thought CC viewed the evening as an elaborate prank. Then…

'Even you're not stupid enough to destroy Maxwell's business by pulling such a stunt,' CC spit at him. 'You're not that hateful. Why, Niles? I was perfectly content to let them throw money around without knowing what they think of you or me or us.' The last word had a vehemence that finally made Niles flinch. She looked like she might punch him, and he had no doubt he would let her if it came to that. Instead she stormed into the loo and slammed the door.

Niles released the breath he had been holding. No doubt she had more to say. He knew he deserved every word for breaking her carefully constructed bubble. After loosening his tie and ditching his coat, Niles phoned home.

'Bit of an early night, old man,' Maxwell teased. Given the time difference he would have expected the call after dinner, not before. The producer was likely just wrapping up his workday. 'CC too much for you?'

Niles groaned at the comment. 'No, sir. I may have been a bit much for her, in truth.' He launched into as concise an explanation as he could, ready to take whatever verbal beating Mr. Sheffield desired to give him.

Instead, Niles earned a frustrated sigh. 'You're probably right, Niles. They have always been horrid to outsiders. You couldn't have found another way?' Mr. Sheffield asked.

'I let my anger get the best of me, sir. Truth be told, I wasn't enjoying the experience either given the things they said about me.'

'No, of course not.'

'There is still the brunch in the morning, sir. Not all may be lost.'

'Do what you can to salvage the trip. And pass on my condolences to CC. I'm sorry both of you had to go through that, Niles. Don't be concerned about the money. It was a long shot at best, which I tried to explain to her, but you know how she gets.'

'All too well.' Niles heard the loo door open. 'I best take my licks on this end now. Good night, Mr. Sheffield.' He heard Mr. Sheffield wish him a good night and good luck before hanging up the phone. CC had changed into her night gown, a conservative number no doubt meant to keep him on his side of the bed. 'I phoned Mr. Sheffield to tell him how the evening went. He offers his condolences and is sorry you had a horrible time.'

'Horrible?' Her eyes went dark. She had definitely been crying, Niles noted. 'Listen, floor rag, you might be used to being everyone's door mat, but no one walks all over CC Babcock and gets away with it.' If he had not already been sitting on the bed, the force with which she spoke would have pushed him there. She had not even moved from the doorway until she finished speaking. Then she was looming over him. 'You better pray that brunch goes well tomorrow, or I will make you suffer in ways you cannot possibly imagine.'

Niles ducked under her arms, crawling along the floor to his suitcase while she pulled back the bedcovers. He dug out his bedclothes then retreated to the bathroom. He stayed there a while to allow CC some time and to get his own mind around what happened and what he had done. He seriously considered sleeping in the tub, but it was not at all large enough to be comfortable. Eventually he dared to peek out. CC was in bed, curled up and hugging a pillow. Niles managed to reach the extra pillow on the bed without startling her, then settled on the floor as best he could for the night.

End Part 2