Disclaimer: I don't own any of the fabulous characters from 'The Nanny'.

A/N: I've always wondered if this could ever really happen. Not just Niles and CC but anyone, anywhere.

Phantom of the Mansion

Chapter 3

Thanksgiving

"I'm really sorry, Max, I thought the work would be further along by now. I mean it's not like they were completely gutting both places." CC was exasperated with the contractors working on her penthouse renovations.

Max shook his head. "CC, I've told you, you are welcomed here anytime. It's been wonderful having you here. And don't think I haven't noticed how close you and Fran are getting. I'm glad you're making an effort. You're a very good friend to me as you were to Sara."

"Well, no more work today. We just needed to get these papers signed so they can go out first thing tomorrow. It's Thanksgiving, let's go torment Niles." CC rubbed her hands together.

Max followed CC out of the office. "CC, Niles is my oldest and dearest friend. The fact that he works for me doesn't change that anymore than it changes the fact that you're my friend and you also work for me."

"Aw, come on, Max. I'd like to think after all these years you would have a better understanding of my relationship with the troll." CC chuckled.

Max grinned and nudged her. "You know you just called it a relationship." CC scowled at him.

They found the kitchen full of people. Niles of course was at the counter working on some terribly important part of the dinner preparation. Chestnut stuffing by the looks of it, it was one of CC's favorite parts of Thanksgiving. The kids were all helping out as was Fran.

Missing from the scene were Yetta, Sylvia and Morty. "Where are your parents and Yetta, Fran?" Max asked.

"Oy, didn't I tell ya?" Fran moved to where Max and CC stood just inside the door. "Aunt Frieda decided at the last minute to take 'em all to Boca for the rest of the holiday season.

Max's eyes lit up hopefully along with everyone else's. "By uh… 'rest of the holiday season'… do you mean…?"

"That's right…I mean they won't be back until after New Year's!" Everyone cheered including Fran.

CC made her way over to Niles. "Is there anything I can do?"

Niles raised an eyebrow. "You know, sometimes you make it too easy." He winked at her. "Can you chop these veggies?"

CC nodded. "Yeah, I think I can handle that." CC took the knife from Niles and the two stood side by side in an oddly comfortable silence.

After a marvelous Thanksgiving dinner, Max and Fran took the children to Rockefeller center for ice skating. CC, while she could skate thought she'd let the newly 'outed' couple have some time with the children who were more ready for the relationship than their father had expected. "Niles, can I talk to you about something…strange."

Niles raised an eyebrow. "Uhm…as long as I don't have to die my hair or wear a dress, I suppose so." CC laughed remembering both times he referenced.

"How much do you know about the mansion?" CC asked.

Niles frowned. "What do you want to know?" CC shrugged. "It has three full floors; the third is never used anymore. There is a full walk up attic and a full basement with the wine cellar. I think you're familiar with that." Niles stood and went to the fridge. "Would you like another slice of pie?" CC nodded and Niles lopped off two healthy slices of pie and brought them to the table with the whipped cream.

"Geez, Niles. That's a might big slice of pie." CC laughed and spooned out the fresh whipped cream Niles had made only a few hours before.

Niles smiled. "Sorry, I guess I've been serving Sylvia too long. I've forgotten all about portion control. Is that cream alright? I can make more if it's gotten too loose."

"It's perfect, Niles. I've never eaten better than at this house." CC closed her eyes when she slipped her pie into her mouth. "Mmmmmm. This is some really good pie."

Niles laughed and swallowed hard. "Thank you." He took a bit of his pie. "What else did you want to know about the mansion?"

"Does it have any strange…stories or an odd…history or anything?" CC tried to be casual.

Niles frowned. "Are you asking me if the place is haunted?"

"Well…not really…just have you ever noticed anything strange about the place." CC pushed.

Our favorite Butler sighed. "If I tell you, you have to swear on your trust fund not to laugh or tell a soul."

CC's eyes grew to the size of her dessert plate. "I swear, really Niles, you can trust me."

"Ok. On a personal note, I have seen…Miss Sara on occasion when I was truly in need of her advice." Niles waited for CC's reaction.

CC touched his arm softly. "I've talked with Sara a lot too, Niles. She's usually in that silly flowered house dress she knew I hated. I wonder what that means."

Niles laughed lightly. "She's in jeans and a green knit sweater when she visits me. I have no idea why."

"I think I know what green sweater you're talking about. I gave it to her that last Christmas before…" CC smiled remembering her friend.

"As for the other thing, this is the bigger secret. I have your word you won't tell a soul?" Niles repeated his request.

"Cross my heart, Niles. And yes, there is a heart in there." CC made an 'X' over her chest.

"The mansion is full of servant's passages. They lead from room to room so that the servants could move about without the master, family or any guests seeing them." Niles confessed.

CC laughed. "Is that how you know everything that's going on around here?"

"I rarely use them unless I have to. There's no need now a days, Mr. Sheffield likes me to be underfoot. I'm easier to find. Still, I wish he figure out how to use the blasted intercom. NNniiiiiiiiillleesss." Niles bellows in his best Max voice. "I don't know how you can stand it sitting in the same room when he does that."

"Ear plugs, Niles, ear plugs." CC and Niles both laugh. "Does anyone else know about those passages?" CC asked him.

"No one that I know of, but I suppose it's possible, why?" Niles seemed a little concerned.

CC shrugged. "No reason. I've just been…hearing noises I'm not used to."

"Living and breathing people, Miss Babcock. You've been cooped up in your penthouse dungeon too long." Niles offered without a drop of malice.

CC nodded. "I suppose you may be right, Niles." CC stood and tossed her bottle in the recycling. "It's been a long day, I think I'll head up a little early." She started up the back stairs. "Night Niles."

"Miss Babcock, are you sure you're alright?" Niles was concerned now.

CC nodded. "I'm fine, Niles. But, thank you, for listening. Night."

"Good night, Miss Babcock." Niles offered and sighed lightly. "I guess I'll just head up now myself.

It was very late when CC thought she'd heard something again. Not in her room this time, but outside. Her room looked down over the side yard between the Sheffield mansion and the neighbors. She recognized the music again…it pulled her to the window. "Am I dreaming again?" CC wondered. There he stood below her window, it was the Phantom and she was frozen watching him as he sang to her.

"Think of me, think of me fondly, when we've said goodbye.
Remember me once in a while - please promise me you'll try.
When you find that, once again, you long to take your heart back
and be free - if you ever find a moment spare a thought for me.

We never said our love was evergreen;
or as unchanging as the sea.

but if you can still remember,
stop and think of me.

Think of all the things we've shared and seen.
Don't think about the things which might have been.
Think of me, think of me waking, silent and resigned.
Imagine me, trying too hard to put you from my mind.

Recall those days look back on all those times.
Think of the things we'll never do.

There will never be a day when
I won't think of you.

The Phantom from below blew her a kiss and disappeared into the darkness. "Wait!" CC called barely above a whisper and took off out of her room, down the hall, down the back stairs out the back door into the side yard.

It was a freezing night and luckily Niles heard her tear past his room. Moments later he stood behind her. "Miss Babcock! You'll catch your death…what are you doing out here?" Niles quickly wrapped his robe around her.

"He was here, Niles, the Phantom…he sang to me." CC knew she'd seen him. Hell she'd felt him.

Niles carefully lifted CC and carried her back into the house and up to her room. He put her gently into her bed. Noticing she was clutching a single red rose tied with a satin black ribbon. Niles closed her door behind him and went back down stairs to double check all the locks before going back to his own room.