Author's note: You guys just continue to amaze me with your lovely feedback on these stories, you really know how to make an amateur writer happy! Sorry that this update has taken a while, damn real life always getting in the way… Next chapter should be the last for this one. On the bright side that means this won't be another one of my unfinished fics from the past laying around forming dust. Feel free to let me know what you think of this one and please enjoy!

Something had changed, Maxwell was more than sure of that. He'd like to call himself crazy, but last week something in his relationship with Fran had shifted. He tried his best to write it off and just some strange occurrence that he was making too big a deal out of, he told himself it was just his mind playing tricks on him now that things seemed as though they might be on the right track. No matter how hard he tried to convince himself, nothing was adding up right.

If it was just one random encounter in the kitchen where she had her hands on him and a few nervous excuses, then maybe he could ignore it. It was Miss Fine and Niles after all, they could have been up to anything that they didn't want him to know about. But it wasn't just that. Ever since that morning they had both been acting entirely different towards him. Almost like they were hiding something from him, something they knew would bother him more than some broken vase or an embarrassing encounter they created with one of the celebrities that passed through the house. This was something major.

It pained him more than anything to think about, but he had an inkling to just what that was. He feared that the night his eldest daughter saw them both sneaking out of the house together was the start of more than just a great friendship between them. They seemed closer, not just by how they stood near each other, but by how they tended to seek each other out. It reminded him how things were with him and Fran. How in such a big house they always ended up in the same room, not only the same room, the same space right near one another.

Where he had been the one beside her was now replaced with Niles. It seemed every time he walked into the room they were right by each other, sharing hushed tones and quiet laughter. It made him feel sick inside, watching them share the moments that had once been reserved for him. He prayed that it was just some big misunderstanding, though each day his suspicions drew stronger.

"It's awfully quiet in here, isn't it?" Maxwell asked, looking over from his desk at C.C. who sat on the sofa.

"Yes, I was just thinking about how nice and peaceful it's been here this last week." C.C. said. "I can't put my finger on why exactly."

"Miss Fine and Niles have hardly stepped foot in here since last Friday."

"Oh, yeah, that's it." She said with a smirk.

"What do you suppose they have been up to?"

"I don't know, maybe they are busy working." She said, letting out a laugh. "Wait, no, that can't be."

"I'm serious C.C.. It's like they are going out of their way to be together off on their own, away from everyone."

"Surely they aren't away from everybody. No matter how bad a job she does, Nanny Fine is always with the children."

"Alright, maybe not away from everyone, but certainly away from me."

"Well, maybe you did something to upset them and they are holding a grudge."

"I haven't done anything to them. In fact, it seems as though it's the other way around."

"You're holding a grudge against them?" She asked, excitedly. "This is great. Are you finally ready to get rid of Jeeves and Nanny Poppins?"

"No, I mean that they are acting like they have done something to upset me. Almost like there is some big secret between them that they are trying to keep from me."

"You aren't still considering there might be something going on between the two of them?" She asked, his expression giving away the answer. "Maxwell, she was just dusting some crumbs off of him, simple as that."

"It isn't just that morning. They have been acting, I don't know, different."

"Different how?"

"Like how two people might act if they were romantically involved."

"So, you've seen them kiss?"

"No."

"Hold hands?"

"No."

"Caress each other's cheek?"

"No, nothing like that."

"Then what is it that makes you so sure there is anything going on between them?"

"Because they are acting like how things used to be between, between-" He paused.

"Between who?"

"No one." He said, shaking his head. "You're right, I'm just being paranoid. I'm sure they don't have anything going on behind my back."

Fran pushed her way through the kitchen door, hurrying over to where Niles stood beside the sink. "Finally, the kids are all off to school." She said, grinning over at him excitedly. "I've been dying to tell you about the phone call I got this morning."

"Your mother called and said she is finally moving to Boca?"

"No, but please never stop putting that idea out there and maybe the universe will take the hint." She said, setting a hand on his arm. "Do you remember Alana and Samuel Sparks?"

"The couple that we sat next to at the play?"

"Yes! Well, I had exchanged numbers with Alana afterwards because she thought we were so winning that she wanted to get together again sometime and she called me this morning to ask if we were free tonight to join them front row at another showing of the musical. They were going with their other friends but their kids got sick and they have to stay home with them, so she wanted to know if we could take their place."

"We get to see it again from the front row?" He asked, in disbelief.

"Yup, and that's not all. They are good friends with the director and we are all invited to a big cast party at Webber's house after the show."

"A star-studded cast party at Andrew Lloyd Webber's estate and we are invited?" He said, now equally excited.

"We really are!"

"Wait, this is all great, but you do realize that I am the only one with the night off, right?"

"Mister Sheffield told me a couple days ago I could have the night off since Maggie is going to be taking Brighton and Gracie with her to her school's talent show."

"I wouldn't think they would all be interested in a high school talent show."

"Maggie is going to see the cute boy in her history class perform a song, Brighton is going to mock the contestants, and Gracie is going for the free popcorn."

"Are we entirely certain they aren't biologically your children?" Niles joked.

"The only problem with tonight is that the event is black tie. We are going to have to create some ploy to leave the house together in our party clothes."

"We could just sneak out like we did last time, that seemed to work just fine."

"I guess we could try that again. At least then we don't have to lie to anyone's face."

"What time should I be ready to leave?"

"Ah, the show starts at seven, so let's say six."

"That will be perfect. I happen to know Mister Sheffield will be at the theater till at least six-thirty." Niles said, glancing down at his watch with a giddy smile. "Just twelve hours to go."

"I just can't believe we get to see that masterpiece again and up close." She said, grinning as she leaned closer to him and spoke quieter. "I have been daydreaming about that love scene between Master Seymour and Miss Fox since the moment we saw it."

"I know, you have gone on and on about it every time we sneak away to talk about the play."

"Not every time." Fran said, watching him raise his eyebrows. "Okay, maybe every time. But I can't help it, it was just so-" She paused as she heard the kitchen door open and they looked over to see Maxwell walking into the room, his movements stilling when he saw them so close together. "So clean." She added, picking up a glass out of the sink. "I don't know how you do it, Niles, but this thing really sparkles." She said, setting it back down as she looked back at Maxwell. "Morning, Mister Sheffield."

"Good morning, Miss Fine, Niles." Maxwell said, greeting them both as he headed over toward them.

"Good Morning, Sir." Niles said, eyeing the mug in his hand. "Would you like me to get you another cup of coffee."

"No, I don't need you to do anything for me." Maxwell said with a slightly colder tone, not liking that either of them had made any attempts to move away from one another. He walked over to the sink, facing Fran as he reached in between them and set his coffee cup in the sink. Once it was secure he didn't bother to move, positioning himself between the two of them as he spoke again. "Miss Fine, I was thinking I've hardly seen any of you these last couple weeks and since the kids are out of the house tonight and Niles is off, maybe we could go out and take in some supper and a movie. If you don't already have plans, of course."

Fran looked past him, nervously eyeing Niles as he nonchalantly went back to rinsing the dishes. "Uhm, well, normally I would love to, but it's not a good night for me."

"Oh, so I take it you do have plans then."

"No, no plans." She said, sucking at her upper lip as she shook her head. "I'm just not sure I feel up to going out tonight, I haven't been feeling good all morning."

"You're sick?" Maxwell asked as he reached up to set a hand on her forehead, her eyes flickering shut for a moment. "You don't feel warm." He said, his hand moving to her cheek.

"I don't have a fever, it's more of a migraine."

"I'm sorry, those are no fun." He said, moving his hand away from her face. "Well, if you aren't feeling well enough to go out tonight, we could always order in and spend the evening on the couch watching films."

"Thank you for the offer, but I think I'll probably just spend the evening in bed getting some rest. I hope you're not too disappointed."

"No, I understand. I know when you aren't feeling well you would much rather be alone."

"I'd love to take you up on that any other night though."

"Of course, any time." Maxwell said, smiling lightly at her. "I'm gonna get back to work. I hope you feel better." He said, rubbing her arm gently before he walked off and left the room.

"Well, so much for not lying to his face." Fran said with an exhale.

"You had to." Niles said, turning back to her. "There is no way you would have had time for both the play and an evening out with him."

"Yeah, I know. I just wish I didn't have to. You got off without having to make an excuse to him."

"That's because he never invites me out for dinner and a movie."

"Wear a few less layers and he might." Fran said, winking at him as she left the room.

At six o'clock on the dot they were both dressed up and ready to head out, the whole house empty so they didn't have to worry about anyone catching them sneaking away. To say they were excited would be an understatement, they were positively giddy to see the play in which both their fantasies finally came to life.

Later in the evening everyone else was back at the house. Maxwell had come home first, he assumed Fran had already gone up to bed and Niles was out for his night off so he fixed himself a late supper with some leftovers from the fridge. The kids came back not long after, spending a little time with him before they went up to bed. With no one else around he went up to his bedroom, settling in bed with a good book and a nightcap.

He hadn't been reading long when his bedroom door opened, causing him to glance over at his youngest daughter walking inside all dressed in her pajamas with a teddy bear in hand.

"Sweetheart, what are you still doing up?" Maxwell asked, closing his book and setting it on his nightstand.

"I'm having trouble falling asleep without Fran tucking me in."

"Oh, I'm sorry honey, but you know she's not feeling good and is already in bed for the night."

"She isn't in bed, I checked."

"She's not?" He asked, confused.

"No."

"Did you check-"

Gracie cut in. "I checked the kitchen and the living room, she's not there either. I don't know where she's gone."

"Okay, well, would you settle for daddy tucking you in tonight?"

"Yes, I would like that." She said with a smile as he climbed off his bed and took her hand into his, walking with her back to her bedroom to get her all tucked in for the night.

Once she was settled in under the covers, he sat with her while till she fell asleep. He placed a soft kiss on her forehead then crept out of the room, quietly shutting the door behind him. He wasn't sure of what to make out of his daughter not being able to find Fran. Maybe it just happened she was out of bed when she checked and they went different ways, so they never crossed paths on her way back.

Normally he would just accept that as a reasonable excuse, but with how things had been lately his curiosity was getting the best of him and he decided he would never be able to sleep if he didn't at least double check. First he went downstairs, looking around everywhere. With no sign of her he headed back upstairs and over to Fran's bedroom door, knocking on it lightly. After a couple attempts there was still no answer, so he opened the door and peeked inside. Her bed looked untouched, almost as if she hadn't been in it to begin with.

He glanced over at the clock on her nightstand, it was already well past ten o' clock. It wouldn't be anything new for her to be out this late, but one thing he knew for sure was that Niles never would be. He walked down the hallway and over to Niles' bedroom, knocking on the door.

"Niles." Maxwell called out to the door. "Niles, ol' man, you in there? Niles?" He said, knocking once more before he opened the door. Without any surprise he looked around the quiet room, the bed empty and still made just as hers had been.

He got an uneasy feeling in the pit of his stomach. Sure, it was their nights off, but they both normally went out of their way to tell him if they had some outing or a date. Though he'd have been a happier man not knowing every time Miss Fine was out with another man. Not to mention that she had already told him she was staying in for the night, her exact words being that she wasn't up for going out.

If she wasn't up for going out, then why wasn't she here now? Giving in to his suppositions he decided to wait up for them, that way when they came home, hopefully separately with some good reason, then his mind would finally be at ease. He grabbed his book and headed downstairs, sitting in the living room chair with a dimly lit lamp beside him. Not that he needed much light, the book was more of a prop at this point as his last thoughts were on reading.

The whole night flew by faster than Fran and Niles could have imagined. They agreed that the show was absolutely perfect, even better than the first time around. They were so amped up from their night of fantastic theater that by the time they got to Andrew Lloyd Webber's house with the whole cast and crew they were floating on air.

With some persuasion from their new friends and a couple of the cast members they spent the evening indulging in fancy champagne, far more than either of them would normally drink. That caused them to be stumbling their way out of the cab at a little past midnight and taking part in what felt like a marathon at this point to get to the front door.

"Okay, we made it." Fran said, grabbing onto the doorknob. "Shoot, it's not opening."

"Maybe we're at the wrong house."

"No, I think it's just locked."

"Oh, I have keys." Niles said as he dug into his pants pocket and pulled out his keys, looking them over in his hands before looking back at her. "I don't remember how to use them."

"Here, gimme." Fran said, taking them out of his hands and unlocking the door. As soon as it was unlatched it flung open, smacking into the wall.

Maxwell's head shot up, looking away from the book in his lap that had sat on the same page the last hour or so and over to the front door. His eyes widened as Fran walked in first followed by Niles who was holding onto her shoulders. He let go of her to grab the door, closing it harshly behind them.

Fran shushed him loudly. "Quiet down, we don't wanna wake Mister Sheffield or the kids."

"We're not gonna wake them, they are hammered."

"No, that's us."

"Oh, right." Niles said, taking off her coat for her then taking off his own. He opened the closet door, tossing them both in without a care before slamming the door shut.

Fran looked over and noticed Maxwell walking toward them, looking back over at Niles and slapping him on the arm. "I told you that you were gonna wake him up!" She scolded.

"I've been sitting in the living room since you came staggering in here." Maxwell pointed out.

"What are you doing awake at this time?" Fran asked, a slight sense of sober washing over her now that they had been caught.

"I couldn't sleep." He replied, a bit of coldness in his tone as he glared at the both of them. "Better question, what are the both of you doing awake and lurching into the house at this hour?"

"We, ah, we were out on dates." Niles said, saying the first thing that came to mind.

"Dates?" He asked, looking back to Fran. "I thought you were done with dating."

"When he said dates, he didn't mean my date." Fran defended.

"What did he mean then?"

"It was Val and her boyfriend's date, I just tagged along. And I invited Niles to come with me because I didn't want to feel like the odd woman out again."

"Then why didn't you just tell me that? Why did you lie this morning about not feeling well?"

"That was true. I really didn't feel good and I had planned on staying in for the evening. Then I started feeling a lot better and Val called about two-for-one drinks going on at the bar and begged me to come with them, and well, that led to this."

"Ah, ha." Maxwell said, eyeing the both of them as they shared one of their nervous glances.

"Well, I should be getting up to bed or I'm gonna have another day of not feeling so good ahead of me." Fran said, wanting nothing more than to get out of this awkward situation.

"Yes, I will be doing the same." Niles said, grabbing onto the railing as he dragged himself up the stairs.

"Night, Mister Sheffield." Fran said, making an attempt to walk toward the stairs when she lost her balance and started to stumble.

Maxwell took a quick step forward and grabbed onto her, keeping her from falling over. "Here, I'll help you up to your room." He told her, grabbing her arm and wrapping it around his shoulder.

"Thank you." Fran said as they started heading up the stairs, smiling over at him as he stared forward.

"No problem." Maxwell said, dryly. He was mad at her, but not mad enough to let her get hurt face planting the floor.

With a bit of a struggle along the way, they finally reached her bedroom and made their way inside. Maxwell walked her over to her bed, pushing the covers off to the side before he slowly guided her down onto it. He prepared to stand back upright but Fran kept her hands wrapped around his neck, keeping him face to face with her.

"You're really handsome, you know that?" She said in an enticing tone, playing with the ends of his hair.

"And you're really drunk."

"I'm not saying it 'cause I've been drinking. I've always thought it."

"Thank you." He said, trying to pull away from her but she didn't let go.

"Don't you want to tell me you think I'm beautiful?"

Maxwell exhaled lightly, looking her over and finding it hard to stay angry with her. "I think you are very beautiful, I always have too."

"Thank you." Fran said, smiling happily. She finally let go of him so he could stand back up, getting ready to lay down when he spoke and stopped her.

"Hold on a second, let me get your shoes off." Maxwell said, squatting down to take them off. He grabbed onto her leg and lifted it up a little, sliding her heel off before doing the same with the other. When he looked back up he noticed her staring down at him as his hand ran up her calf, setting her foot back on the ground. It was that look that she would give him every once in a while when they were getting closer, the one that made him forget how to breathe. He cleared his throat, removing his hand quickly as he stood back up. "Here, let's get you under the covers." He told her, waiting for her to set her legs up on the bed and lay her head down on her pillow. He reached for the blankets, pulling them up over her body and leaning toward her as he got ready to tuck her in.

"Wait," She said, stopping him before he had a chance to cover her arms.

"What, do you need something?"

"Yes."

"What?"

"You." Fran said, grabbing onto his shirt and pulling him down to her. She crashed into his lips, kissing him eagerly.

Maxwell couldn't believe what was happening. He spent the whole entire night stewing about the idea of her with Niles. He was so certain that there was something going on between them, something more than their usual conniving friendship. The thought that she no longer wanted him had been killing him inside. Now here she was, kissing him like he was the only person in the world she could ever want.

Even with the joy he was currently feeling, he knew he had to put a stop to things. For once it wasn't because of fear, but she was too drunk to make it up the stairs on her own, now was not the time to let things go any further. He savored the moment a few seconds longer then pulled back, staying close as he gazed down at her.

"You need to get some sleep, okay?" He said, running a hand gently through her hair and causing her eyes to flutter shut a moment.

"That might be a good idea, I am pretty sleepy."

Maxwell grabbed for the blanket again and covered her up the rest of the way, rubbing his hand on her arm through the covers. "There, all snug."

"Thank you for tonight."

"It was nothing. A few stairs and covering you up hardly calls for any thank yous."

"No, I mean thank you for what you said to me earlier."

"Earlier?" He said, confused.

"Yes." She said, her eyes starting to drift shut. "I've waited so many years for someone to say something like that to me and really mean it."

"Wait, say what to you?"

"That you love me."

Maxwell's hand froze on her arm, his eyes widening slightly. Why did she think he told her that he loved her? Sure, it was true, but he hadn't told her that. In his head he said it all the time and once aloud which was now what could only be referred to as 'The Thing', but he didn't say it tonight. He had hardly even seen her today, she had spent the whole evening out with Niles, so why would she think that he had?

That's when it hit him like a knife to the heart, she thought she was with someone else. The longing stares, the kiss, the thank you for words he had not spoken. It was for Niles, not him. He pulled his hand away from her, standing back up straight as he looked down at her with a hurtful expression. When he couldn't stand the thought of it anymore he turned away, quickly leaving the room and shutting the door behind him.

"I love you too, Master Seymour." Fran mumbled, rubbing her face against her pillow as she drifted the rest the way to sleep.