A/N : The presence of Colin on Season 5 prompted Niles to come to terms with his feelings for Ms. Babcock. I would have preferred for it to happen earlier in the show, one season earlier when Chandler appeared to interrupt the girls' night out of CC and Fran when they have sworn off men.


Feeling fidgety, I was tapping my left foot on the living room carpet and wringing ng hands as sat on the sofa giving myself some pep talk. Alright, so her resolve to swear off men went crumbling like the Berlin Wall in a matter of three days, I would still be sitting on my laurels where she is concerned had she only regained her penchant for running after the uninterested Mr. Sheffield, but seeing a successful, good-looking man with a full mop of dark hair interested in her had me at my wits' end.

I may be lucky enough if that man Chandler only wanted something casual, that meant Ms. Babcock wouldn't be marching down the aisle in the end. Who am I kidding? Am I willing to take a risk and just sit on the bleachers watching Ms. Babcock with another man?

They have not been out the front door twenty minutes and already I am at the verge of tearing my hair out. It's those words of Ms. Fine that are gnawing at my emotions…my psyche… I hope she doesn't plan on getting lucky.

Just because I managed to keep my hands off her for years does not mean other men can. I cannot just sit here all-night brooding and crossing my fingers; he will not so much as touch a strand of her hair.

"You know, Ms. Fine, it's a bit sad to be home alone on a Saturday Night…" I began but she cut me off in haste, slightly annoyed.

"Niles! You don't have to rub it in, you know."

I shook my head, a little giddy. I can't believe I came up with something brilliant.

"That's not what I was getting at," I said, getting up from the couch, walking closer to her.

"I mean it is rather lonely so what do you say we go out and have a double date with Ms. Babcock."

Her face lit up in excitement.

"You know that's not a bad idea. Let's go! At least I wouldn't have to be a third wheel because I have a date of my own."

She was walking out the door while I walked closed behind. She suddenly stopped in her tracks, and I almost collided with her. She glanced back at me.

"Hey wait… Did you see how loaded that guy was? Do you think we can afford where he is taking her?"

"We'll worry about it when we get there. I have a credit card. If I can afford to go to London, I can afford to buy us dinner at the Hilton. Come on, call Ms. Babcock on your cellphone and ask her where they are."

Ms. Fine took her coat out of the closet and agreed.

"Alright. I'll make the excuse that she brought my purse by accident."

"Yes, and how the hell can she get into her apartment if you don't exchange purses," I added.

"What if she's not going home tonight. What if that Chandler guy takes her back to his place…" said Nanny, looking convinced that that was going to happen.

That increased my resolve to be on that double date.

I grabbed the cordless phone and put it in Ms. Fine's hand.

"Here, use the home landline to call your cellphone that way the number is familiar and Ms. Babcock will surely pick up."

Fifteen minutes later we were entering one of the fancy steak houses in Manhattan. We found them seated near the window overlooking the skyline and asked the waiter if we could be seated near them.

"Hello Ms. Babcock! We thought we'd join you. Niles agreed to be my date tonight, so you see I now have a date of my own," said Ms. Fine gregariously.

Without waiting to be invited, Ms. Fine sat at the adjacent table with a big smile. Chandler gave her a friendly nod.

Their main course had just been placed before them by a meticulous waiter who also handed a menu to Ms. Fine, explaining the different entrees to her.

Ms. Babcock seemed less thrilled to be having us so close, intruding in her date.

"So, we're not just exchanging purses, are we?" asked Ms. Babcock.

"We were thinking of going on a double date with you. I hope you and your date wouldn't mind. The more the merrier," I amiably put in, taking a seat opposite Ms. Fine.

A delighted smile lit my face seeing that from where I sat, I had a clear view of Ms. Babcock on the next table. Chadler sat on the same side as I while Ms. Fine sat beside Ms. Babcock. I could never have had a better view.

"What are you having? Oh, the Wagyu steak," said Ms. Fine, flipping through the menu.

"Niles, let's just skip to the main course so we can catch up with them. We just had a sack in the house anyway," said Ms. Fine.

Turning to the waiter, she ordered the baked salmon, with a salad on the side.

"Aren't you Mr. Sheffield's Nanny?" asked Chandler.

She flashed him a winning smile. "Yes, his kids' Nanny. This Niles, his butler."

I gave him a polite nod and said nothing. I was assessing the competition silently.

His smart casual shirt and coat looked like it cost a month of my salary and the hand he used to wipe off an imaginary sauce on the corner of Ms. Babcock's mouth displayed a Patek Philippe on the wrist.

Aloud I said, "Why don't you order the Wagyu steak too, Ms. Fine."

She leaned over and whispered, "Are you serious? It costs three times more than the rest of the selection. If you don't mind splurging, let's get a bottle of wine."

I agreed with her decision.

Ms. Fine started telling me about this argument she had with her mother as she was enjoying our wine, but I was only half listening, uttering a few words in reply such as "oh no", "Uh-uh", "okay" just to show I was paying attention but all the time I couldn't help but stare at Ms. Babcock. I don't know why I feel she looked so fetching in her white turtleneck and leather jacket. Perhaps, it's the absence of her intimidating power suits that made her look so enticingly girl-next-door.

I wish she would give me such a charming smile, and her sweet gestures like a schoolgirl. Never thought she could change at a snap of a finger Jekyll and Hyde from Ursula to Ariel.

Ms. Fine's nasal voice cut through my reverie.

"Niles, your chicken is here."

She had been trying to catch my attention.

"Why do you have such a far-away look? Did you leave the oven plugged in or you left the tub running?"

I regained my composure.

"Sorry I slipped out momentarily. It's usually my bedtime," I lied.

All four of us were having a friendly conversation while enjoying our dessert. I knew Ms. Babcock would order a slice of the strawberry rhubarb pie; she had a weakness for berries on any dessert while Ms. Fine ordered a Banoffee for herself and a chocolate lava cake for me, that way we can share and taste two desserts as she puts it.

She ended eating most of the two desserts anyhow as I didn't have much appetite after noticing Chandler slowly honing on Ms. Babcock.

"CC, since you like Liberace, would you like to come over and listen to my collection?" he said casually.

I saw Ms. Babcock hesitate briefly, and Chandler must have sensed it too.

"That sounds nice, but I can't. Chester is waiting to be fed. I didn't put him in a pet hotel because I had only a short dinner with Ms. Fine planned."

"If that is not enticing enough, I have a Rembrandt you might want to check out. I'll take you home after."

He wasn't easily dissuaded.

Ms. Babcock's face lit up with interest.

"Which Rembrandt?"

He gave her a seductive look. "Danae"

"Is it authentic?" she asked curiously.

"Why don't you come over and find out."

I didn't like the way he smiled at her. Just early this evening he looked like a perfect gentleman but now was beginning to look like a wolf in sheep's clothing. A wolf in Armani.

Before she could reply, I answered for her in a very judicious manner.

"I'm afraid Ms. Babcock can't go with you as tempting as it must be for her. Her purse had been misplaced, and I'm sure he'd like to come back with us to find it."

Ms. Babcock stared at me in aghast.

"Niles! That was a Chanel, and not only were my apartment key was in there but the fire-proof filing cabinet where the important papers Maxwell and I need to submit to the IRS tomorrow are kept."

I tried to hide my victorious grin as I spoke.

"So, you see, Chandler. It is very important that Ms. Babcock come home with us."

Ms. Fine was also rather upset and incredulous.

"What do you mean you lost her purse? You were just raking through it before we left the house," scolded Ms. Fine.

"Oh, shush I'm sure it's just somewhere in the Sheffield house," I reassured them.

"You were rummaging through my purse! Niles, how could you!" cried Ms. Babcock appalled.

"There could be personal things in there that I don't want anyone to see!"

"I was only checking for any bombs that might have been left for you," I said nonchalantly.

"What bombs?" asked Chandler in confusion.

"Oh, don't mind them. They always banter like that. It's normal," said Ms. Fine reassuringly.

"I'm going to light an ACME bomb in your trousers if you don't produce that purse!" yelled Ms. Babcock.

"Relax. I'm sure it's around the house someplace. We just need to look for it."

We called the waiter for the check, and being the gallant gentleman that he was, Chandler offered to pay for our dinner as well, but I politely declined and asked our bill to be split.

Ms. Fine leaned over and whispered, "You should have let him pay for it. He's loaded. His wallet won't even miss it."

"Come on, Ms. Fine. Where's your sense of pride. Of course, I want to show off I can pay for a fancy dinner at this place."

I proudly took out my credit card and handed it to the waiter. I wanted to show Ms. Babcock, I too can take her to a fancy dinner. We caught each other's eye as I was signing the bill and she immediately looked away.

As we walked out, Ms. Fine took me aside, "Who are you trying to impress-me? Come on, we're both on a $10 per hour salary. We both experienced scraping the last coin of our piggy banks. Unless of course you are trying to impress the blond that's a about to light a bomb on your tushi."

I pretended not to hear her statement as we stepped out of the restaurant.

Chandler offered to take us back, but I declined on behalf of everyone. I don't want him to hang around waiting for Ms. Babcock. I have commissioned the taxi who brought Ms. Fine and I to the restaurant to come back in an hour to take us home.

The taxi was waiting by the time we went out. We were all silent inside the cab on our way home, absorbed in our own respective thoughts. As soon as the taxi halted in front of the Sheffield house, Ms. Fran and Ms. Babcock rushed in as thought their clothes were on fire, leaving me with the cab driver.

"You're very lucky. Two beautiful women…" started the cab driver, shaking his head grinning.

I laughed. "Yes, they're beautiful, aren't they? The brunette is my good friend and she helped me out tonight."

"And the blond?" asked the cab driver with interest.

I didn't know why I had the urge to be honest with the cab driver. Perhaps because I never had anybody to share my deepest secret feelings for Ms. Babcock. It felt good to let it out or I may just burst.

As soon as I stepped inside the foyer, Ms. Fine grabbed my tie and pulled me like a dog to the corner. I almost choked.

"What the heck is all this about? Why are you sabotaging Ms. Babcock's date?" she asked fiercely with a voice only we could hear.

Ms. Babcock's voice resonated from one of the rooms on the ground floor.

"Nanny Fine, are you helping me look for my purse?" she asked loudly.

Ms. Fine yelled back reassuringly. "Yes, Ms. Babcock, I'm covering the foyer and the living room."

Turning back to me, tightening her grip on my tie.

"Niles, where is Ms. Babcock's purse. It's a Venetta! We can't afford to replace it, and Mr. Sheffield is going to kill us if those keys for the filing cabinet in Ms. Babcock's purse are not found."

She was shedding her crocodile tears again, trying to look cute and persuasive.

"It's not a Venetta. It's a Chanel," I said.

She let me go and started walking to the living room with me following close behind.

"See? You don't forget. Everyone else can likely forget something but not you. I know you hid it on purpose. Why? Have pity on the woman. You already ruined her date."

I could see Ms. Babcock walking closer to us.

"I can't find it anywhere on the ground floor," she sighed.

"Give it to her already!" demanded Ms. Fine.

"Niles! Let her have it," she yelled.

To everyone's shock, including mine, I pulled Ms. Babcock in my arms and kissed her. It was not a brief kiss. It lasted longer than I intended.

Ms. Fine watched, gaping at us as I held the unprotestingly compliant Ms. Babcock in my arms, thoroughly exploring her delicious mouth, her hands gripping my coat. I know I have kissed her far longer than was considered proper, but she felt so perfect in my arms and she tasted ten times sweeter than I remembered two years ago.

When I released her, there was a dazed look in her eyes, and she was hungrily gasping for air, I felt her knees weaken and I know she would have fallen had I not been supporting her back. I love the bemused look on her face like she didn't know what hit her.

Ms. Fine recovered before Ms. Babcock.

She looked from Ms. Babcock to me and back to Ms. Babcock, trying to compose her thoughts. What she witnessed indeed shocked her. I shocked myself too.

"Are you alright, Ms. Babcock?" she asked.

"I think so…" she said, trying to steady herself by holding on to Ms. Fine.

Ms. Babcock was still out of breath, and that perplexed look on her face was still present.

"That must have been some kiss…" observed Ms. Fine.

Ms. Fine turned to me in disbelief.

"Niles, what did you do that for?" she asked incredulously, giving me a little slap.

"You said, 'Give it to her!' ", I answered.

"I meant the bag, sweetie! The bag we can't afford to replace, remember," said Ms. Fine in exasperation.

With a sly smile and a calm voice, "Oh, why didn't you say so?"

I walked to the coat closet and took out the black Chanel bag and handed it to Ms. Babcock.

"You see, I told you I just left it here somewhere around the house."

"Still feeling a bit disoriented, Ms. Babcock?" I said, putting my arm around her as we walked toward the main door.

"Let me take you home," I said firmly.

Speechless and bewildered, she walked with me without protest.

"You left me heart pounding so hard," she said in bewilderment.

I turned back and smiled at Ms. Fine.

"Don't wait up, Ms. Fine"

Ms. Fine stared behind us with her mouth open, her eyes wide in shock, long after Ms. Babcock and I had left in a cab.