"Dear God! Lillith!"

Immediately Frasier's heart softened and he was at her side in an instant; his gentle hand on her back.

"Oh Frasier! I'm so sorry!"

He took her in his arms, allowing her to cry onto his shoulder.

"What's happened?"

"I-It's Brian...H-he..." The words came out in huge gasping sobs.

"It's all right, Lilith. Just try to relax."

Frasier's eyes landed on Martin, Niles and Daphne who were watching in confusion and he shook his head, signaling for them to leave.

As requested, the three retreated back into the kitchen where Frasier could hear their faint voices; full of questions.

When Lilith gasped again, Frasier rubbed her back in a desperate effort to calm her.

Slowly, he guided her to the sofa and sat her down on the exquisite leather cushions.

Frasier sat down beside her and took her hands.

"Now, what's this about? Brian's all right, isn't he?"

"I-I suppose. Of course I wouldn't really know." Lilith said between sobs.

"And what does that mean? How can you possibly not... Dear God! Did he hurt you in any way? Because if he did, I'll..."

She looked up and smiled through her tears. "You still love me, don't you Frasier?"

"Well, yes of course I love you, Lilith. I'll always love you, but-."

"I know. We couldn't make it work the first time so what makes me think..."

"You're the mother of my son, Lilith. I'll always love you." He said gently. "I'm here for you, so what happened with Brian?"

The question brought new tears, prompting him to console her once more.

Finally she raised her head and looked at him.

"All right. We were getting along splendidly but then he became more and more distant. I could tell there was a lot of friction between Brian and Frederick and when I

confronted them about it, he ordered Frederick out of the room and began to tear into me about my abilities as a mother! I argued of course. I mean, who is he to

judge my parenting skills? I'm an excellent parent! I know my son and-."

"You're a wonderful mother, Lilith. Frederick cherishes you and if you doubt that at all just look at the way his eyes light up when he sees you. I'm sure Brian feels a bit

threatened and things will work out."

But she shook her head, staring at the plush carpeting. "I think that will be an impossible feat."

"How can you say that? Of course they will!"

Her head snapped up and she bit back a sob. "H-he left, me Frasier!"

His face turned pale and for a moment he was truly at a loss for words.

"Dear God..."

As she cried in his arms, Frasier's pent up anger for her dissipated. "I'm so sorry." He said over and over. "When did this happen?"

"Oh... A few months ago, but..."

He pulled away from her in surprise. "Months ago? Well, why didn't you tell me?"

"Maybe because I didn't want to hear you say I told you so! she retorted; her tone now familiarly harsh. "That is what you would have said, isn't it?"

"Of course, not. I'd never-." "

To this she smiled. "You're a terrible liar, Frasier. But I love you anyway."

He hugged her warmly. "I love you too, Lilith. Feel better now?"

"Much. Thank you, Frasier."

"Well, I have a wonderful idea. Why don't you get Frederick and we can all go out for ice cream? And Lillith don't tell me that you don't want to because I happen to

know-."

"No, Frasier. That's a terrible idea and I can't allow it."

"What in the hell are you talking about?"

"I'm talking about Frederick. In light of what's happened and despite our talk, I still can't allow you to see him. I have my ethics to consider and besides... I already

contacted my lawyer."

He stared at her in utter disbelief. "You can't mean that! You know how much I love Frederick and it's clear to me now why you reacted the way you did. The phone call,

the article in the Seattle Times... Brian's criticism of your parenting skills caused you to doubt yourself. It's quite common and-."

"I know how psychology works, Frasier!" She yelled, startling him with the outburst. "Now, I think it's best for everyone if you just leave."

He swallowed hard. "Look... Can't we just..."

"Go, Frasier! And take that lunatic family with you!"

His anger resurfaced as he walked out of the living room, painfully aware of Lilith's sobs behind him.

"Where's Freddy?" Niles asked when Frasier returned to the kitchen.

Frasier sighed deeply, fighting back tears. "Come on... Let's... go home."

"Fras, what in the hell is going on?" Martin demanded.

When Frasier didn't answer, they followed him to the car where the drive back to the hotel was painfully quiet.

But the thoughts inside their minds were deafening.