PART TWO

Author's Note: Thank you for all the positive feedback on part one, it means a lot to me guys. Thankyouthankyouthankyou! I wasn't expecting this good of a response from my silly little what-not. And before I get reviews saying that I made Baxter's past so horrible and it's certainly not that bad, I know. But she must have a bad backstory and Julian Fellowes isn't telling us what it is.

Phyllis smiled as she pulled Joseph into the Boot Room once again. She shut the door behind him and she kissed him soundly. "Phyllis," he muttered against her lips. "I was not expecting that."

"Why not?" she asked. "Did you not like it?" The fear that Joseph hadn't liked her kiss was so great that Phyllis felt she would cry unless he said something.

"Of course I liked it, your kissing is always marvellous, but I just wasn't expecting it. Lord and Lady Grantham are in the library waiting for their tea," he replied, pulling her closer to him. "But I suppose they can find ways to occupy themselves in the library until you and I part ways."

"They'll have a lot of waiting time then," she whispered, putting her arms around his neck. "Because I don't ever want to let you go."

Joseph smiled at her and kissed her lips softly. It had been 3 days since they had last been in the boot room together, so their lack of stolen moments had increased their want for one another. They had sat next to each other in the Servant's Hall, but that's not exactly the place for stolen moments. When Phyllis broke the kiss, she looked into Joseph's eyes. She smiled lightly at the look of adoration he gave her. "You're going to have to let me go eventually, otherwise, I may get sacked and while you're very much worth it Phyllis, I would like to keep my job," Joseph said, backing Phyllis against the table adn pressing his lips to her's.

Phyllis broke the kiss after a moment and smiled against Joseph's lips. "Darling, I really think you should bring them up their tea, before they decide that their tea isn't coming and begin to really occupy themselves," she said, giving him the look she always did when she didn't wish to elaborate on exactly what she meant. Joseph smiled and raised his eyebrows at Phyllis.

"I'll be right back," he said. "And then I want to hear about why I've been luckier than you in life."

He smiled at Phyllis and left her with a look of fear on her face. Twenty minutes later, when Joseph returned, Phyllis still looked absolutely terrified of telling him of her past. She could not have him knowing, he would certainly cast her off and never speak to her again. She would lose the most important person in her entire life. The only person since her mother that made her feel completely wanted. Joseph walked into the boot room and approached Phyllis who was now sitting on one of the chairs, sobbing silently. Joseph only knew that she was sobbing because of the fact that her whole body was shaking. He hurried the rest of the way toward her, kneeling in front of her, touching her shoulders. "Phyllis, dearest. What is the matter?" he asked. "Please tell me."

Phyllis looked up into Joseph's eyes with her red eyes. Her cheeks were tear streaked, and she looked terrified. "I'm not ready to tell you yet," she said. "I don't want to disgust you because of my past. It's so horrible and I don't want you to leave me, you're everything I have. And if other people find out, you'll be judged and hated, and I can not stand the thought of me being the cause of people hating you." Phyllis resumed crying and she fell forward onto Joseph's shoulder.

"Tell me Phyllis. I could never hate you or judge you in any way. I love you," he said, leaning in to her and kissing her gently. "I'd never abandon you Phyllis. Not even if it was the only way to save my own life. I love you far too much."

Phyllis looked up into Joseph's eyes, and knowing that he was telling her the truth. She smiled and began to speak. "My childhood was horrible. My family was poor, and my father was often angry and took it out on my mother. Then when I was thirteen, she was murdered, probably by my father, then I left home when I was 14 because I couldn't take the abuse anymore.

"I nearly starved to death on the streets until a man thought I was a prostitute and at the time, it seemed the only way to stay alive. It worked until I was 17 and one of those men got me pregnant and I simply knew that I could not keep the baby. That's how I met Mr. Barrow. He helped me find a couple who would take the baby.

"When I was 18, I started working as a housemaid in a nice home. A few years later though, the Lord of the house found out about my past and he took advantage of me until I finally left at the beginning of the war. I found a different job then, but when the soldiers came home at the end of the war I had to leave. From that time until I came here, I simply did nothing except odd jobs and I couldn't possibly support myself and so I wrote to Mr. Barrow and I got my job here, under one condition. He would keep the secret of my past if I did his bidding, but since then I have turned my back on him and he has not yet told His Lordship or Her Ladyship, nor has he told Mr. Carson or Mrs. Hughes about me."

Joseph looked at her as she told him. She had been right. He was quite lucky compared to her and honestly, he should realize that just because you fall in the world, doesn't mean you can't rise again. Phyllis' eyes dropped to the floor until Joseph put his fingers under her chin and lifting her head. "Phyllis," he said, trying to look into her eyes. "Thank you for telling me this. I don't know why you would ever think I could turn my back on you because of that. Honestly. You did what you did to survive and without that, we wouldn't know each other. And I wouldn't be nearly as happy as I am."

Phyllis looked up into his eyes and smiled. "Joseph, you're not mad that if we do get married and make love, I won't be completely yours?" she asked.

"No, because you'll still be mine," he said. "Right?"

"Of course Joseph," she replied, cupping his face in her hands and kissing him with the most amazing passion.