Author's Note: Thank you for the great reviews, I'm so happy you liked Part 2. I shouldn't be surprised that my one-shot couldn't stay a one-shot, so I am really glad you are enjoying reading it as much as I am enjoying writing it. Here is your finale, Part 3, please enjoy!

Fran finally broke the long pause by covering her eyes and grabbing Val's arm, "Come on, Val, we gotta get outta here." Val turned and waved at them with her other hand, "Bye bye!" She seemed oblivious to the undercurrents of tension. Niles and C.C. just watched the pair walk hurriedly down the street, Fran dragging Val behind her, and both were amazed at how much speed those two could make with those high of heels on. Niles bent down to pick up the bag of good and said softly, "We should get going." C.C. was silent as she followed him to the towncar, and slipped into the backseat. Niles climbed into the driver's seat, and put the bag of food in the passenger seat and took a slow deep breath before starting the car. It wasn't a fluke, it wasn't his imagination, he was attracted to C.C. Babcock, the Bitch of Broadway, his arch nemesis for more years than he cared to remember. *How the hell did something like that happen?*

C.C. wasn't doing much better in the backseat. She pulled some papers and a pen out of her briefcase and pretended to look at them, but her mind was back in the alleyway, feeling the cold bricks pressed against her back and the warmth of Niles pressed against her front. She wanted to believe that he was just getting back at her for what she did to him at the theater, it would be so easy for her to believe that except for one thing - the very obvious sign that Niles wanted her that had been pressed against her when they kissed, and the wetness between her legs created in response to it. She wanted Niles. The Butler. A Babcock wanting a Butler. Oh God, how she desperately wanted to make love with Niles. She shifted on the seat to a more comfortable position, still in disbelief at the feelings raging through her. She began making notes and doodling when her mind wandered back to the two kisses they had shared that day. *How the hell did something like that happen?*

Niles pulled the car into the drive and C.C. jumped out without waiting for him to open the door and made a beeline for the kitchen doorway, eager to put some space between them so she could think about what had happened. Niles just sighed, and picked up the bag of food. As he walked around the car, a splash of red caught his eye, and he bent down to retrieve a playbill for "Duck and Cover" that must have fallen out of C.C.'s briefcase in her hurry to get away from him. Heading into the kitchen, he sighed deeply to himself, regret slashing through him for upsetting her, when he noticed a small blue doodle on the back of the playbill. He slipped it into his jacket while he put away the groceries, and then slipped upstairs to his room to take a better look at it. After closing the door, he pulled it out and peered closely at the back of the playbill, and his eyes widened in surprise. Beneath the words "Duck and Cover", C.C. had written, "Don't hide, Niles" - and there was a small heart above the "i" in place of the dot. He tucked the playbill into the endtable and returned to the kitchen. He had a major meal to prepare and didn't have time to ponder the implications of that little heart, or the message C.C. had inadvertently left behind.

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C.C. had known better than to try and talk her way out of having dinner at the Sheffields' that night. Part of her job was to court the backers, and they needed Carstairs to get on board to finalize the "Duck and Cover" production. She walked around the table, laying one of the playbills next to each table setting. Fortunately Max had learned his lesson from an earlier disaster. Fran and the Sheffield children had been sent out to eat and watch a movie for the evening. She had carefully avoided Niles and Nanny Fine all afternoon; this evening was too important to have a scene disrupt it. She set the playbill next to Mr. Carstairs place and realized she was missing one for Maxwell's place. She was sure she had grabbed three when she was at the theater that afternoon. Maybe she dropped it when... her train of thought stopped and she could feel the blush burning her cheeks as she remembered why she might have dropped it. She headed out towards the front entryway and the small bathroom hidden under the stairs. It seemed like a good idea to play "Duck and Cover" herself until Mr. Carstairs arrived, and she could use the time to get her horomones back under control before having to face Niles serving dinner.

Meanwhile Niles put the finishing touches on his duck a l'orange. It would be ready to serve promptly in 45 minutes, which was how much time Mr. Sheffield had set aside for small talk, appetizers, drinks and discussion before the meal. Niles hadn't left the kitchen all afternoon except for the time he had snuck into the dining room to set the table, and only after making sure that Miss Babcock and Mr. Sheffield were both busy at work in the office and she would be unlikely to leave. Avoiding Fran had been more difficult, she had walked through the kitchen at least half a dozen times, but each time, she said nothing, just giving him a strange look. *I think a quiet Fran scares me more than a yenta Fran* Niles sighed, and walked towards the dining room, carefully listening at the door to see if C.C. was in there. Hearing nothing, he peeked around the corner of the door. Everything was set up and ready to go, the only addition was a couple of playbills for the show laying on the table next to C.C. and Mr. Carstairs' places. He wondered why there wasn't one for Max when he remembered the one up in his bedroom, and he couldn't help the small smile teasing the corner of his lips. He kept moving towards the living room, where he wanted to check the bar one last time before waiting for Mr. Carstairs' arrival. Finding everything in order, he moved towards the front door when he heard Fran and the children preparing to depart for their movie and dinner. He didn't want to endure another one of her glares, so he made a beeline for the bathroom under the stairs. A little "Duck and Cover" operation of his own appeared to be in order.

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Niles became aware of two things almost simultaneously as he closed the bathroom door behind him. First was the strong scent of Chanel #5, Miss Babcock's preferred scent, and second was a surprised gasp from the room behind him. Turning slowly, he found Miss Babcock herself sitting on the laundry hamper under the small window staring at him in shock. "What are you doing in here?" she hissed at him. Deciding to be frank, he turned to face her and leaned almost casually against the door frame. "Hiding from Miss Fine. What are you doing in here?" C.C.'s hands clenched into fists as she hissed back, "Hiding from you, Dust Mop!" Niles' eyebrow went up, surprised at her frank honesty in her answer. She appeared equally surprised, because she immediately began to blush, and turned her gaze down to his feet. "I was here first, you leave." He shook his head, "They'll all be gone in a minute, and then I'll leave. I'll stay clear over here on this side of the room so you have nothing to be afraid of, witch."

C.C. jumped to her feet and took two large strides towards him, "I'm not afraid of you, Mr. Clean!" Niles leaned forward, getting right in her face, "Then what are you afraid of?" C.C. was in a full head of steam now and hissed, "This!" before grabbing Niles' arm and just as in the theater, tossed him towards the bathroom wall, and planted her mouth on his. They both immediately became completely engrossed in the kiss just like outside the grocery store. The entire world ceased to exist except for the two of them, their bodies straining to get closer to each other, lips locked together as if with super glue.

They sprung apart as the bathroom door opened and Fran's nasally voice said, "Get everyone out to the cab, Maggie, I just want to check my hair before we leave." They turned to stare at Fran, who was staring in shock at a near identical performance to the one she had seen earlier that day, just with the roles reversed. "Oy, when I said get a room, I didn't mean a room HERE! Oy, my eyes, my eyes!" Covering her eyes, she closed the door with a snap behind her and headed for the front door.

Niles glanced back at C.C., who licked her lips in curiousity at what would happen now that they had been caught again. Niles stretched out a hand and flicked the lock on the door, then reached for the light switch. "Shall we rehearse Duck and Cover further, Miss Babcock?", smiling down at her still leaning against him, and his bright blue eyes shining down at her with excitement, arousal, and affection. C.C. stretched her arm out and pushed his arm down, shutting the lights off and leaving them in almost pitch darkness. "Absolutely, Butler Boy. How about I Duck, then you can Cover."

The doorbell chimed, signalling the arrival of Mr. Carstairs, but Niles' attention was focused on a different sound - that of a zipper being lowered by the woman kneeling before him. His mind raced as he anticipated his turn to Cover then it was lost completely as C.C. began to Duck.

Tres Fin