Hello everyone!:) First of all a big thanks to those of you who are still reading and reviewing this!:) We are now moving to the whole C.C. develops a crush on Maxwell part, this is based solely on my ideas of what may have happened and chances are you might not like it or agree with it. This chapter also means that I am halfway through with this story, which I find very hard to believe!lol I just want to tell you as well that in the following chapters I will take some scenes from "The Nanny", not necessarily in chronological order though to turn them into my own story, there are some scenes I've already covered in my oneshots but also a number of small moments that I haven't. Did I mention that I'm having a blast writing this?^^But yeah, I'll explain more about that once we get to it!;) For now just enjoy this!(hopefully!lol)

Disclaimer: None of the characters are mine, I'm only inspired by watching these wonderful actors at work and may I just say that I love Danny Davis, no matter what age. (just something I needed to get off my chest n this was the politest way to do it...)

Chapter 11: Changes

From that day onwards he began to go for a long walk every night. It didn't matter if it was still warm outside or if it rained, all he knew was that it gave him the chance to clear his head. After the walk he would always go and check on the children, console them if they were crying, and then go to bed himself. The funeral had been postponed because Maxwell simply didn't want to deal with it, Niles had tried to explain to him on several occasions that this wouldn't bring Sara back either, but his employer didn't seem to listen. This morning Sara's parents had called repeatedly, and Niles had been left to deal with them. They were angry and upset because their daughter still hadn't been given her last rites and all of his attempts to explain the difficult situation fell onto deaf ears.

He took a deep breath, as if trying to fill his entire body with the fresh evening air, before closing the door behind him. For a moment he simply stood in the dark kitchen, trying to figure out how best to approach Maxwell again. He walked slowly to the stairs, running his hand over the smooth kitchen counter. His eyes were closed in an instinctive reaction to the darkness as he allowed his hands to see. When they found the soft wood of the rail, he grabbed on to it and began his ascend to the first floor. Ten steps to Gracie's bedroom, he counted, opening the door and peering inside- luckily all was quiet. Five more steps to Brighton's room, but upon opening the door he found it to be empty. For a second a wave of panic surged through him as he attempted to come up with possible places a 6-year old boy could have run to, but then he followed his instincts and checked on Maggie first. A relieved smile snuck over his face when he found brother and sister curled up in bed next to each other. It was a rare picture indeed, for the boy was usually intent on using any given opportunity to annoy his sister, but in times like this the need for warmth was much greater. Niles wiped away the single tear that had escaped from the corner of his eye and silently closed the door, before changing direction and heading for Maxwell's office. No matter what time this was where the man was hiding, sometimes Niles even doubted that he went to bed.

"Excuse me, Sir, there is something I need to discuss with you." he said, entering the office without knocking.

But as his eyes took in the scene in front of him, he came to the conclusion that Maxwell needed a friend rather than an employee. The room was darkened, the only source of light coming from the small lamp on the desk. Maxwell sat in his armchair; shoulders slumped, staring straight ahead, a stubble growing on his face.

"Maxwell, there has to be a funeral." he pressed softly, rounding the table to kneel beside the man "The children need to say goodbye to their mother, you need to let her go. Sara couldn't bear to see you like this."

"Maggie…" Maxwell rasped and Niles placed a hand on his knee.

"What about her?"

"She looks exactly like her…I can't go to a funeral, I can't even leave this room without being reminded of her."

"Maxwell," Niles said, firmly this time "I'm telling you this as a friend; you have to let this go. We are talking about your daughter, for heaven's sake; of course she looks like Sara. I know it must be painful, but can't you just try and look at it differently? Instead of seeing her face and feeling your grief, look at her and find Sara, find comfort that she will never be fully gone."

Maxwell's whole body was shaking now and tear after tear made its way down his cheek.

"I miss her too." Niles admitted and pulled his friend into an embrace.

When Maxwell finally pulled away, Niles was glad to see that at least some life had returned to his eyes.

"Will you do me a favour?" he asked.

"Of course." Niles said nodding.

"Could you take everything from my room that reminds me of her and throw it away? All the pictures, all the clothes, every little scrap."

"But Maxwell-"

"Niles, please, I am asking you this as a friend."

"Yes, I will." Niles agreed, heaving a sigh "As long as you set a date for the funeral."

Of course Niles didn't throw everything away. He had fully intended to do so until he had begun to pack her things into boxes on the morning before the funeral. There were jewelry boxes and picture frames, clothes and letters, each of which told a story about a wife and mother and he just couldn't bring himself to destroy them. So instead, when all the boxes were packed he carried them down the stairs and hid them in the cellar, hoping that one day Maxwell would be ready to come looking for them. He had just stowed away the final box when a glance at his watch reminded him that he was running late. And so he hurried back into his room to have a shower and to get dressed for the funeral.

When the Sheffields arrived at the cemetery, they were already awaited by a large number of friends and family. Nonetheless Niles felt proud of Maxwell, who squared his shoulders and took both Brighton and Maggie by the hand. Niles was the last to leave the car, consciously taking his time to unbuckle Gracie's seat belt, before hoisting her up in his arms. The sight of her tiny figure clad in a black, somber dress was nearly enough to make him cry, but he didn't want to disturb her and so he took deep, regular breaths to calm himself down. By the time they reached the chapel, everyone was already seated and he heard the hushed whispers echoing loudly as many heads turned to watch him make his way to the front row. He sat down next to Maggie, while her sister remained in his lap, head buried in his shirt. Maxwell was still holding his son's hand and was looking straight ahead at the priest.

C.C. was the last one to enter the scene, rushing quickly to the front and taking a seat to Maxwell's right. She wore a black skirt with a matching blouse and her neatly combed blonde hair framed her face like curtains, blocking the view. She nearly hadn't come, thinking that it was too much to ask to say goodbye to her best friend in a public space, where every word of consolation was as hollow and meaningless as the next. But now, as the priest droned on C.C. tried to focus on other things, but it was difficult as some of the words still seeped through. And she could very clearly see images in her mind of the first time she had seen Sara, how her eyes lit up when she had developed a plan and Sara holding her newborn baby in her arms. The truth was that C.C. simply couldn't stand funerals, she was angered by all those who could cry openly and at the same time by the pressure of having to cry herself. And so, when Sara's father had ended his speech signaling the end of the funeral, she bolted through the door. After walking for a very long time, she had stopped at a bridge that was build over a small river. She just stood there and watched a fallen leave that was tossed and turned around by the currents until it disappeared underneath the bridge.

"C.C." though the memory of their last encounter still stung, her heart skipped a beat when his voice addressed her.

"Shouldn't you be with Maxwell and the kids?" she asked without turning around.

"Yes and I only have a minute. You just left so quickly I didn't get a chance to make sure you're alright." he said, coming to stand next to her.

She felt the warmth that seemed to radiate through his jacket even though he hadn't touched her and briefly wondered how she had made it without him for such a long time.

"I'm still drinking, if that's what you're trying to find out." she stated evenly.

"I'm sorry to hear that."

But she could tell that he wasn't as angry as he had been that night, he merely sounded saddened.

"It makes me feel better…" she whispered, looking at her hands that were resting on the rail.

"It's an illusion." he replied softly and he turned around, she knew, because she could feel his blue eyes fixed on her.

Slowly she turned around to him as well, keeping her eyes focused on his tie. She listened to the sound of his steady breathing, while she counted the number of crinkles in his shirt which he seemed to have thrown on in a hurry. He didn't say a word and yet she knew that he wanted her to look at him, needing to draw some truth from her eyes. As she looked up at him, he lifted his left hand to rest it against her cheek, but he stopped inches beside her skin. His eyes told her that he was waiting for her signal, waiting for her to ask him if his warmth was an illusion too. Little droplets of tears were steadily pushing their way past her lashes and just when she lowered her head his hand finally touched her cheek. For a moment she leaned into it, before his arms enveloped her whole body and pulled her against him.

"I was just worried about you." he apologized, letting his soft tone heal her wounds.

"I wish I'd have known, so I could've said goodbye to her." she whispered quietly.

"I know." he said, pulling away, though his right hand still held her left "I found this and I thought you might want to keep it."

And with his left hand he extracted a small, scruffy looking teddy bear on whose collar the words "Chas& Sara" were written.

"It used to be mine; my grandma gave it to me…" C.C. told him absent-mindedly "but Sara was always so scared when she was away from home that she stole it from me every night…eventually it became ours."

"I thought that while Maxwell was too often reminded of her, you were lacking that certain something, so I brought you this." he said softly.

"I thought she had lost it…" her voice trailed off as she was busy running her hand over the patched-up teddy.

"I think this counts as having solved the second puzzle." Niles suddenly said, his voice sounding lighter somehow.

C.C. blinked in confusion: "What do you mean?"

"Well, I know you haven't given me another puzzle to solve, but this is special so maybe you could be so kind as to grant me this?"

Before she could help it a small chuckle had escaped her lips. "Has someone told you what an impertinent man you are, Niles Brightmore?" she asked, taking the teddy from him.

"Is that a yes?" he tried again, smiling at her.

"Very well, Butler Boy, I grant you this one."

A happy smile lit up his face, before he said:"I have to go, the family will be waiting! But do me a favour, come back to work as soon as you feel up for it, I think Maxwell is ready."

"Niles!" she called after him as he turned to go.

He watched her struggling to find the right words, wringing her hands in a nervous gesture.

"I know." he said softly, letting his eyes assure her that he knew what she'd been trying to say.

C.C. returned to work two days after the funeral, surprising everyone but Niles.

"Ah, I had a feeling that the full moon was a bad omen." he commented dryly as he opened the door for her.

"Where's Maxwell?" she asked, ignoring his mark and handing him her coat.

"In the office. Well, as much as I'd love to stay here and chat, I have more important things to do, there is a young lady, waiting to be entertained."

C.C. watched him as he walked over to the sofa to pick up Gracie.

"My, aren't we getting heavy, Miss Grace?" he teased, tickling the girl who let out a happy giggle "I don't think I'll be able to carry you much longer."

"Why not?" she inquired, narrowing her eyes at him in a way that made C.C. laugh.

Upon hearing that sound Niles turned around to look at her, still hovering by the door.

"Well, truth be told I'm getting a little old," he explained, pressing a hand to his lower back while pulling a face "all that sparring with the witch is tiring."

"Watch your tongue." C.C. scolded, but there was an amused glint in her eyes.

"Oh, the witch has spoken. Come on, Miss Grace, we better go." And they walked off into the kitchen.

C.C. remained where she was for another moment, completely amazed by the man. One wouldn't think that he had just suffered a loss and had to focus all his energy on looking after the boss' kids. She knew that he was still grieving and yet he had the admirable talent of keeping it well hidden from the children and from anyone else who required his strength. Shaking her head she forced herself to move, it was time to concentrate on the task at hand. In a series of quick strides she made it across the room and briefly knocked on the office door to alert Maxwell to her presence, before entering it.

"C.C.?" he questioned, seemingly drawn from his reverie.

"Yes, I thought it was time we started working again." she stated firmly, allowing no room for an argument.

"I haven't had time to read-"

"I have, and I've got a number of ideas to pitch to you." she said, still sounding stronger and more determined than she felt.

She had come to the conclusion that maybe what Maxwell needed for now was a steady routine, something that would keep him occupied and that wouldn't allow his thoughts to linger with Sara. He still hadn't moved and merely watched as she pulled out several scripts and scattered them all over his desk.

"You're going to have to read them now, but I have marked the ones I think are worth it, to save you the trouble of having to work through dull, pointless scripts."

He nodded and picked one up and it didn't take long before he was lost in the most ridiculous, amusing story he had read in a while.

"This one's quite nice." he commented quietly, looking over at C.C. who was sitting on the green loveseat.

"Which one?" she inquired and when he showed her the title and the cover she nodded in agreement "Yes, it's fairly entertaining, although I do think it's the weakest of the bunch I have selected. If you look at the one in green that's the best, in my opinion, I have already made a note which actors we could use for it."

Suddenly Maxwell laughed, shaking his head. "You are marvelous, C.C.!" he exclaimed and she felt the heat rise to her cheeks.

"Well, thank you, Maxwell, but I-"

"How would you like it if your name would be included too?"

"Pardon?" she asked, trying to follow his confusing train of thought that had occurred after his outburst of happiness.

"From now on, I'd like this business to be called "Sheffield- Babcock Productions", Sara had always asked me to do that…but I guess, I never really paid attention."

She could see that at the mention of his wife, he began to be pensive again, the sadness returning to his eyes. So she swiftly got to her feet and walked over to stand beside him.

"Maxwell, I'd be honoured, Sara would be delighted." she said softly, placing her hand to his cheek to sooth him.

"I miss her…" he quietly said and turned around in his chair to look at C.C. who was now kneeling in front of him.

"So do I," she admitted softly, running a hand through his brown curls.

She didn't know what had come over her, but all of a sudden she craved his warmth. His hair felt so soft against her skin and his brown eyes bored into hers as if he would drown, if it wasn't for her. She timidly moved closer, leaning her forehead against his as his scent filled her head and made her dizzy.

"C.C." he whispered, as his right arm snaked around her body to pull her closer.

And slowly, carefully she met his lips in a kiss. She wasn't aware that what she was doing was wrong, all that mattered was the nearness of him, someone who cared for her, who took the emptiness away.

"Now where's that butler with the tea?" she asked, after she had pulled away.

Right on cue Niles appeared at the door, surprisingly quickly for someone who hadn't been asked to serve them and who had been busy playing with Grace a minute before. But C.C. didn't notice that weird coincidence, nor the fact that his "I thought you might want some tea." sounded strangely monotone. He quietly filled their cups without looking at either one of them.

"You are really quick today, Niles, "C.C. chose to compliment him while at the same time hoping for a zinger "I doubt that I could've prepared tea that fast."

The silence seemed to stretch on forever, until Niles quietly replied: "I doubt that, Miss Babcock. Surely you would've prepared it just as quickly."

This comment, completely insult-free, was so unusual for the man that even Maxwell looked up. Without another word, Niles set the teapot down on the tray and walked out of the room bearing the clear signs of a man who had been defeated.