Disclaimer: I don't own any part or character from The Nanny…

A/N: I've been spending a lot of time on RUNHP and there were a lot of stories that proposed CC not knowing she'd gotten pregnant. This is my version of how it could have happened.

I've got a big day today, so I didn't want to leave you all hanging for the next chapter. :)

CC opened the door to the apartment just as Niles stepped off the elevator.

"Miss Babcock, are you ok?"

"Come in Niles." She shut the door behind him. "Have a seat." She motioned for him to sit on the couch, and she sat with one leg under her facing him.

He watched her tuck a stray hair behind her ear and knew that she was nervous. She was wearing a pale blue T-shirt and a pair of sweat pants, and he could see she had been crying.

"Niles…Niles…I…" she couldn't even look him in the eye. She didn't know to say this. Breathe she told herself.

"I'm..you're…" This was much harder than she had thought.

"What is it Miss Babcock. Are you ok? Is there anything I can get…water perhaps?"

"Yes, thank you. In the fridge." He went to the kitchen right away. Coming back with the water, he handed her a bottle and took a sip from one for himself.

"Alright now." Niles spoke softly, "Just take it easy, whatever it is, we'll get through it. Now, just talk to me."

His words didn't go unnoticed. "We'll get through it" he had said. And he didn't even know…

"Niles. I'm pregnant" There, she had said it.

"Wh-at?" He had not been expecting that at all. Was she even seeing anybody?

"I'm pregnant" She said again, more calmly this time.

"I heard you. I'm just surprised."

"So am I." she laughed a little.

"So I take it this wasn't planned?"

"Planned? Ha, I had no idea. Until a few hours ago, I didn't even know how it happened!!"

"Ok, back up." Niles was totally confused. "I can see that you're still under the shock of the news. So, from what you've just said, I'm guessing you meant that you've figured out who the father is."

"Uh…yup"

"Alright, and would you tell me why exactly I'm here? Do you need help locating the father?"

"Kinda. Let me ask you…what do you remember about Maxwell's wedding?"

"Maxwell's wedding? What are you telling me Babcock? Are you seriously trying to tell me that Mr. Sheffield is the father of your child?" His voice was rising. What could the woman be thinking.

"No. Now think…anything come to mind about that event…or should I say the morning after?"

"Well, we found out that Mr. and Mrs. Sheffield went missing and then you and Sylvia went off on the helicopter."

"Before that…before we found out about them going missing…"

"In the morning… you mean … are you saying… that we… that I'm…"

"You're the father Niles."

It had been over twenty minutes since CC had told him he was the father. He hadn't said a word since she had confirmed what he had been trying to get out. His mind was a jumble of thoughts and he didn't know what to deal with first.

"I'm the father?" ; "Can I trust her? But why would she lie?" ; "We had sex? We had sex and I don't remember it! Shit! We had sex and I don't remember it."; "Is she happy about this? Am I?"

"Niles?" / "Miss Babcock?" they said at the exact same time. The both quieted down and left an awkward silence.

CC took a breath and started again, "Given the topic, call me CC ok?"

"Ok. What were you going to say?" Niles answered.

"I was just going to ask you if you were alright…well, alright in the most general sense of the word."

He smiled and so did she.

"Yes, I'm alright, just overwhelmed."

"I read you on that one, Bell Boy."

"Ok, let's talk about this …logically? Is that good with you? But first, I want you know that I am taking the emotion out of this right now because it's the only way I can talk about it. I really don't want you get the idea that I'm not happy or mad or anything…I haven't had any time to come up with any kind of reaction to this news…I just don't want you to jump to conclusions as we discuss this. Fair?"

CC had been watching him. He was playing with his fingers, not noticeably so, but enough that she noticed. He was nervous, maybe more so than she had been when he had arrived.

"Fair."

"Ok, so … and really, please don't take this the wrong way, but … why are you sure I'm the father?"

"I would have been surprised if you hadn't asked me that question, so don't worry, I'm not mad at you for asking. There's been no one else…actually, if you aren't the father… I mean, if we didn't … that night, then this is the next immaculate conception."

"Oh? So you don't actually remember us sleeping together?…because I don't remember much about that night…I mean, I remember dancing with you" (I can't forget that, he said under his breath)", but I don't remember anything else…" (I wish I did).

"What was that?" She was sure she had heard him say that he couldn't forget when they danced and that he wanted to remember them sleeping together, but why? It was her, and Niles…they hated each other… sort of…

"I, uh, I said that I didn't remember having sex with you. Do you?"

"No, I don't either."

Niles thought he heard a note of sadness or regret in her voice. "I'm hearing things," he thought to himself, this was him and CC, they hated each other…sort of…

"Ok, so you figured out that I'm the father because...?"

"The doctor says I'm about three months along. That night fits into the time frame, though it would mean I'm a bit more than three months."

"Three months!?! How come you're just telling me about this now?"

"I just found out about it, Dust Buster. I saw my doctor this morning."

"Didn't you think it might be a possibility before? I mean, there are some obvious signs such as lack of a period that give it away."

"I've never had a regular menstrual cycle. And I just told you, there hasn't been any occasion to cause concern about a missed period. But I did feel more tired than usual…which is why I went to the doctor in the first place. I actually thought I might be starting menopause…" She waited… "What, no smart aleck come back?"

"I thought about it, but it didn't seem appropriate somehow."

"Wow, that's a first, we're actually being civil to each other."

"I know." Niles got up and looked out the window.

"What are you doing?" She asked curiously.

"Looking for the flying pigs." he smirked. She laughed out loud when she got the joke.

"Thought we were getting too serious. I mean, we're still 'us' after all." Niles said, as he sat back down on the couch.

"Seriously though, do you want to keep the baby?" Niles asked her.

"Well, … yes... I do."

"Alright then. What do you want to do…after?"

"I don't know Niles, I haven't thought that far yet. I think I just decided right this minute that I want to have this baby. I don't have any idea what that means or what I'm getting myself into."

"I'm happy you want to have him, or her. Do you want me…uhm…do you think that…can I be involved?" He held his breath.

"Involved?" CC truly didn't understand his question.

"May I be a part of the baby's life? As his or her father?"

CC's eyes reflected her surprise "Did you think I wouldn't let you?" The hurt in her voice was evident.

"No, well, I don't know CC, this is a pretty strange situation…and I am just…I don't know…I'm trying to figure out where I stand in all this." He stood up, shoved his hands in his pockets and walked around the room.

"Fine, I'm sorry. It's strange for me too. I'm confused, tired, and pregnant." He could hear her voice cracking. "What am I going to do… I don't know how to be a mother…I can't even manage my own life. What kind of sick joke is this, me having a baby…God, look at what a great job my mom did…" she buried her face in her hands to mask the tears that had started to fall.

Before he gave it another thought, he kneeled in front of her and took her in his arms. He just held her, rocking gently, until the sobbing had subsided. It was only when she had calmed down that he realized he was holding her very closely.

"I'm sorry" he pulled away a bit, but stayed close nonetheless. "I didn't mean…I mean, I wanted you to know that you weren't alone."

"It's ok Niles, I appreciate it." She smiled at him. "Yes, I want you to be a part of the baby's life. I have no idea how or what that means though…"

"We'll figure it out together, ok?"