CC Babcock had put on weight. A lot of weight. Ever since Maxwell and Nanny Fine had gone on their first date, CC had begun to eat emotionally. She couldn't help it; her plans had gone completely array. She was supposed to marry Maxwell, then she would finally please her mother by marrying a wealthy, handsome man and please her father by becoming even wealthier than she already was on her own. Fran had thrown a wrench into all of that, and CC didn't know how to deal with it. She sighed as she noticed her reflection in her fridge. Maxwell would probably propose to that tramp soon, and there was nothing she could do about it. She needed another doughnut.

"Bye bye Chester, I'll see you after work" she called to the little dog. She headed down the hall and pressed the elevator button. CC was nothing if not a determined woman. She repeated in her head "Today will be a good day". She stepped into the elevator and pressed the floor one button. The elevator stopped only once to let an elderly woman on. CC paid her no attention until about floor five when noticed the old woman was staring at her. She shifted her over the shoulder briefcase to the other shoulder uncomfortably.

"Hello dearie" the woman said kindly. CC forced a smile as she turned to her.

"Hello" she said politely. The woman continued eyeing her.

"So when are you due?"

CC froze. Her eyes widened and she opened her mouth but no sound came out. It was as if God took pity on her and the doors opened on the bottom floor. As CC hurried out the doors, she tossed back

"Two months"

CC was still shaken as she knocked on the door to the mansion. As Niles opened the door for her, he greeted her with

" You're late, did you get caught up chasing the newspaper man again?"

CC barely heard him. She wasn't in the mood today. Niles waited for a witty retort as he hung her coat up, but he got nothing. He decided to try again,

"No that couldn't be it, your appearance certainly shows that you haven't been doing any running lately." CC ignored him but as she walked away, Niles swore he saw a glimmer of wetness in her eyes. This was not right, something must be seriously wrong, thought Niles as he watched CC trudge to the office.

And being the nosy butler he was, he was determined to find out.

Niles was waiting in the kitchen when CC wandered in for an afternoon snack. She noted that he was just standing by the stove and not doing anything. She ignored him and went to the fridge. The elevator incident from the morning was still on replay in her head.

"Miss Babcock"

Blue eyes met blue eyes as CC shut the fridge and turned to meet his gaze.

"Yes, Niles?"

"Are you feeling alright?"

CC was taken aback by his concern. She hesitated; she could confide in him and tell him everything that's been bothering her recently. Oddly enough, he had always been there for her at the times when she truly had nowhere else to turn. But then every insult and prank came rushing back to her and her face instantly hardened.

"I'm perfectly fine, Rubbermaid, don't you have a toilet to scrub?"

"Well, I beg your pardon, I was only showing some concern. I thought I could help-"

"I don't want your help with anything. Ever."

"You know, Miss Babcock, you're always bemoaning the fact that you don't have a man in your life, but how can that be a surprise for you when you always shut people out?"

"I don't shut people out" CC bristled "I just don't care to share my feelings with annoying, nosy servants!"

"Oh, I see how it is. I'm good enough for you when you're in desperate need of a date, or after you've had too much to drink and you're blinded by alcohol, but as soon as you've satisfied your needs, I become a nobody again. I'm nothing more than a servant until its convenient for you!"

"How did this conversation turn towards you?"

"It's not about me, Miss Babcock, it's about us. What am I to you? A friend? An archenemy? A callboy? Just a butler?" Niles questioned, walking over to where she stood by the counter. CC didn't like having him stand so close. It brought up… confusing feelings that she'd rather not deal with, especially now. She took a step back, and crossed her arms over chest. This conversation was getting out of control and she needed to get back to the safety of the office, where she could think and wallow in peace.

"Fine, you want to know what's bothering me?" she snarled. He didn't answer but noted how she had avoided his question. She continued on.

"My whole plan is falling apart. Since high school I've had my life planned out; become successful in the business world, marry rich, retire wealthy to a multi million estate, then die. That's it. Now the man I've had my eye on is slipping away, and I'm losing control of my body, and I've reached the age where people have started to pity me. Someone asked me if I was pregnant today. I've never even wanted kids, yet I was upset when I had to tell her no! I watched Maxwell and Sarah raise a happy family and I never wanted it. And now that it's probably too late, I'm rethinking everything! I'm not saying that I suddenly want to play happy family, and become a housewife, and have three little brats like Maxwell did. I just want someone to share my life with."

CC hadn't realized how loud she was getting until she finished her rant and gasped for breath. Niles stood there in shock, staring at her flashing eyes and flushed cheeks.

"Miss Babcock, I-"

"I don't want your opinion, Niles. You asked me what was wrong and I answered. Good afternoon"

And with that, she swept out the door leaving a stunned Niles behind.

A drained CC walked towards the elevator in her building, just making it on before the doors slid shut. There was only one other person in there, and CC almost rolled her eyes at the irony when she noticed that it happened to be the old woman from this morning. As the elevator moved up the floors, CC hesitated, and then spoke.

"I'm not pregnant," she said. The woman looked over at her, clearly confused.

"What was that, dearie?"

"I'm not pregnant. And I probably never will be. Look at me; I'm thirty-nine, and nothing but an alcoholic, workaholic, smoker who eats her feelings." CC said, choking back a sob.

"Oh poor dear"

"No. I don't want your pity. My goal was to become rich and successful, and I've done that. I just don't understand why I'm not happy."

"Because there's still a part of you missing. But I have confidence that you'll find it" the old woman said with a wink as the doors opened to her floor. As she shuffled out, CC spoke softly.

"At this point I'll never have a family"

The old woman turned back, and smiled at CC as the doors closed

"Don't say that, dearie! You never know what might happen."