Insert regular disclaimers here.
This is my first fic, I hope you like it. It was just another get together story for Fran and Max nothing REALLY special. For my first fic I just wanted to do a simple story, maybe later I'll get more creative. Anyways, I hope you enjoy and any suggestions feel free to e-mail it to me.

Do You Love Me Enough?

by

Jenlyn
(kiwibanana113@aol.com)

BEEP! BEEP! BEEP! Fran sat up with a start and rubbed her eyes while trying unsuccessfully to stop that annoying sound. She ran her hand along her side table knocking off a tube of lipstick and a pen, finally reaching the alarm clock. In the dark her fingers fumbled all around the edges looking for the off switch, finally locating the button that made the nuisance stop. She sat in her bed and simply stared into the darkness of her room. Her legs were stretched straight out in front of her and in the dim morning light she could just make out the outline of her legs under the covers, and she wiggled her toes as if to check to see if they were there, then she reached her arms above her head and moaned as she stretched. In her mind she went through a checklist of the things she had to do that morning, get up and go down to breakfast, get Gracie's costume for her play from Niles, make sure that Brighton doesn’t forget his lunch money AGAIN, and Maggie... did Maggie need anything this morning? She ran her left hand through her hair as if trying to massage something about Maggie out of her brain. Nothing. 'O.K' she thought, finally satisfied that Maggie wasn't on her checklist of things this morning. She went back to mentally checking off her various tasks, drop Mr. Sheffield’s clothes off at the dry cleaner (even thought that's really Niles' job), call Ma. Wait. Back up. Why had she thought to call Ma? She was still so tired she couldn't think, she let her head fall back onto the overstuffed feather pillow. Then she remembered. "Today's my birthday!" She had said it aloud without even realizing it. She had a reason to get up now.

She threw her sheets and flower-print comforter back across her bed and switched on the blue lamp next to her bed. The room was lit up with a pale blue light and even though the appearance of light was small it was big enough to make her squint slightly. As she sat with her perfectly manicured feet limply dangling over her bed, just barely gracing the floor, she thought about how old she'd be today. Well, no one else has to know how old I am! The small chuckle that came from her echoed in the quietness of her room. She had remembered, through all the five years she'd lived at this house, how many times people had tried to drag her age out of her. "I'll die with that knowledge, thank you very much." Fran had said this aloud as she stood up and padded across the soft carpeting beneath her feet.

She slowly walked over to the bathroom and switched on the light; once again this caused her to squint, and then stood looking in the mirror for a second or two, almost in a disappointed way. 'Another year and not another thing to show for it.' Her mother had been right, even though she'd preferred not to listen; she was just one step away from being a cleaning lady. She loved this family so much, but the never ending longing for one of her own made her frown slightly.

"Today is my birthday and I am going to be happy!"

Fran fumbled around with her eyes still adjusting to find a pony tail. After finding one she grabbed her brush and began to brush through her wild morning mane. She looked into the mirror as she brushed in long stokes through her dark curls, she could see her pupils dilating and shrinking rapidly whenever she looked to close to the lights near the top of her mirror. Then in one swift movement, she pulled her curls atop her head into a pony tail. She padded over to her shower and pulled a washcloth off of the small bar inside her tub, then back over to her sink and proceeded to wash her face. She had done this same routine for as long as she could remember, because she had never been a morning person as long as she could remember. The warm water on her face with a mix of lavender scented soap always made her wake up and feel refreshed. She rinsed her face off and brushed her teeth and did the rest of her morning bathroom routine before heading back into her room.

Fran was now feeling awake and ready to go downstairs and have some breakfast. No longer was she dragging herself around her room as if she had 10 pound weights on the bottom of her feet, but she had resumed her bouncy Miss Fine walk. She headed over to her closet and stepped in; then began rummaging around on all of the hangers and the hooks on the backs of the doors. I need to clean this place out. She grunted while looking for her flowery robe that she wanted to wear this morning. Fran just couldn't seem to find it though, so she walked back out into her room and stood at the foot of the bed and thought were she had last worn it and last laid it. Then after scanning her room visually she saw it draped over her chair next to her window.

"There you are!" Fran said as she walked over to her robe. She stood in front of the chair as she pulled it on over her oversized T-shirt and small shorts she had worn to bed last night. Her hand found its way over to the curtain and pulled it back. A good sized amount of light shone on her face as she stood there, now all wrapped up in her favorite robe. She gasped slightly. Snow was everywhere the eyes could be laid on. It was one of the most beautiful things she had ever seen. She undid the window latch and pushed it open. A small breeze drifted in and she could see that the park across the street was putting up a giant Christmas tree. Many joggers who had gone out to enjoy the fresh air had stopped to take a break and watch the tree process. It was absolutely one of the most magnificent things she'd ever seen. The tree was huge and already gathering at the base were many boxes of ornaments and lights. By this time tomorrow that tree would light up all of Park Ave.

After getting her fare share of fresh air she closed the window and latched it tightly. Fran then walked over to her vanity and slipped her feet into the pink slippers that were resting near by. She opened the door into the hallway and made her way to the front steps. She mad it to the steps and began down. She knew this house like the back of her hand, she knew which steps squeaked slightly and where, she knew which doors made which sounds when closed; and the mood of the person when they closed them. She finally made it close enough to the kitchen and could already hear pleasant conversation. She stopped outside the door and listened.

"Shhhhhhhh! She's coming down stairs!" This from her youngest. Her interest was now considerably perked. She breezed into the room with her regular,

"Good morning everyone."

"Happy Birthday Fran." Maggie, Brighton, and Grace yelled simultaneously. She stood there just staring at them, with a huge smile spread across her face. She loved these children so much. Then she looked over to her regular seat and there was a small pile of gifts. They were stacked in a pyramid shape and about 3 different colors of wrapping paper made up the blocks of her present hill. All of a sudden she was really glad she had decided to get up this morning.

"Oh my goodness." She breathed, half shell-shocked. Just then Niles breezed in with a huge plate of Belgium Waffles.

"Good morning Miss Fine, did you sleep well?" He asked her setting down the waffles.

"Yes! Oy, kids this is too much. Thank you all soooo much!" As she walked around to her seat she hugged Maggie and Brighton and took her seat next to Gracie and kissed her on the forehead. She then turned to say good morning to Mr. Sheffield, who... wasn't there.

"Hey Niles, where is Mr. Sheffield this morning?" Fran asked while moving her presents aside momentarily to get ready to eat her breakfast.

"Mr. Sheffield has left early for the theatre and told me to not to wait up for him, apparently C.C made a huge mess of the whole cast, and now they are all wanting raises. But, you didn't hear all that from me." Niles had said the whole thing in absolutely one breath. This made Fran chuckle.

"Niles, you yenta, what would this family do without you?"

"Maybe do your own laundry for once." he muttered while walking into the kitchen for orange juice.

The breakfast conversation commenced starting with who was doing what at school and their after school plans. Fran sat taking it all in and from time to time participating in the conversation.

"Anyways so that Social studies project that is coming up we have to do in partners, and Brad Woods asked me to be his partner! Can you believe it Fran?" Maggie had been in love with this high school god for a good 5 months now.

"Oh honey that's fabulous! Is he really good looking?" Fran responded to Maggie while taking a bite of her eggs.

"Yes, every girl in our class a major crush on him. I'm so excited!" Maggie smiled broadly at Fran.

"Has he been in a car accident recently?" Brighton turned to Maggie as he asked his question.

"No. Why?" Maggie answered suspiciously.

"Because something must have happened to his head for him to ask you!" Brighton began to laugh uncontrollably.

"You little troll!" Maggie then proceeded to stick and ice cube down the back of his shirt. Brighton jumped clean out of his chair, trying to untuck his shirt to get the cold intruder out. Now Maggie was the one who couldn't stop laughing.

"O.K. both of you stop it now." Fran put a stop instantly to this sibling quarrel. Brighton proceeded to sit down and flick Maggie on the arm. They all sat in silence for a few moments until Grace finished eating and said,

"Fran open your presents now!"

"Yea!" Maggie and Brighton both agreed as the moved there plates out of the way to be able to see her opening her gifts better. Niles came into the dining room and removed all of the plates and then came back in and sat down in Mr. Sheffield's seat so he too could watch.

"Start with mine!" Gracie squealed as she pointed to her gift so Niles could hand it to Fran.

"O.K." Fran said as Niles handed her Graces' gift. It was so pretty it was wrapped in blue paper with snowflakes on it. Fran looked over at Grace and smiled. She began to unwrap the gift. She opened it up and it was a box of Godiva chocolates.

"Ohh, thank you angel!" Fran set the box down and hugged Gracie tight.

"Your welcome Fran, I knew how much you liked chocolate so what better way than to say I love you than to buy the best chocolates." All Fran could do was to smile. This little girl was so utterly sweet it brought tears to her eyes just how much she loved all of them.

"O.K now mine!" Maggie was next to pipe up about her gift. She pointed to it eagerly and Niles once again handed her the next gift while setting aside the box of chocolates, which he knew him and Fran would splurge on later. Fran grabbed the next gift from Niles and set it in front of her. This present was bigger and shaped like a rectangle. She slowly began to open it in a dramatic way until all 3 kids AND Niles were yelling "Tear it open!" Fran smiled as she then began to tear apart the pearly white wrapping paper. She got to the core of the gift to discover a pair Pajamas. They were beautiful, they were red silk. It was a button down long-sleeved top with bottoms that went all the way to the floor.

"Oh Maggie." Fran had said almost in a whisper. Why did she have to get so emotional? "I love them SOOO much, thank you. I'll wear them tonight and all through the holidays and everyday after that." Maggie walked over to Fran’s' chair and hugged her.

"O.K. now my present." Brighton had spoken up to get rid of this too emotional moment. Niles picked up the final present and set it in front of Fran. This present was small and also rectangular. Fran held it up to her ear and shook it as if having the hardest time in the world trying to decide what it was. She then tore off the wrapping paper and squealed with delight at Brighton's gift.

"Ahhh! B you got me 'It's A Wonderful Life' on video! Oh thank you!" Fran got up from her seat and went over to Brighton and hugged him tightly. "Now we can watch it when you all get home from school today!"

"Oh not again!" They all moaned together.

"Fran, I bought that so you could watch it by yourself and get tired of it without us." B said looking up at Fran who was still standing next to him.

"Oh honey, don't worry I could never get tired of this movie! I'll watch it again and again with you all!"

Everyone at the table including Niles moaned. She really DID love that movie. Her first Christmas with them she had watched it 6 times in ONE day! Maggie helped Niles pick up the wrapping paper while Fran put her great gifts on the front steps so she wouldn't forget to take them upstairs with her later. Fran went and sat back down to finish Breakfast while the kids ran upstairs to grab their book bags and lunches. Then they all came back down stairs and said goodbye to Fran.

Brighton said, "Well, goodbye Fran. We're off to school. Oh and remember tomorrow is our last day of school until Christmas break. Can we do the tree this weekend?"

"Oh that’s right. Yes, we can most certainly do the tree, no later than Sunday. Have a great day at school."

And of course, little Grace popped in with, "And Happy Birthday." The 3 Sheffield children then proceeded to walk out of the door after saying their normal goodbyes. Fran then resumed finishing the delicious breakfast. Then, Niles came in, as he had done for the longest time, and proceeded to kibitz with his best bud.

"Yes, happy birthday Miss Fine. Tell me, which year are we celebrating today?" Niles added with a sly smile.

"Niles, Barbara Streisand couldn't drag that out of me. But, thank you for remembering my birthday. I'm sure you must have reminded the children. All the gifts they gave me were great. So now the next time I have free time I can get in my new P.J's and sit in front of the T.V watching 'It's A Wonderful life' while eating Godiva chocolates." She gave a smile to Niles.

Niles knew that she had had a great Birthday breakfast but he also knew that she wanted Mr. Sheffield to have been there. He had thought about getting a gift for Mr. Sheffield for him, but knew when she found out he'd most likely forgotten, she'd be upset about the gift not really coming from him. Niles had been able to sense all morning that even though she was lively and the all around Miss Fine personality, a certain spark was missing. Maybe the way her eyes lit up when she talked to Mr. Sheffield or the way she smiled as Grace would routinely come over and kiss her dad before going to school. She was real big on anniversaries and Birthdays, and even if she wouldn't admit to it, Mr. Sheffield’s absence made her a little sad. Niles just smiled softly at her, as she began to speak again.

"Before Mr. Sheffield left this morning, did he happen to mention anything about me?" She stopped eating momentarily to stop and look up at him while she spoke. 'There it was' Niles thought. She was disappointed about him not being here.

"Like your Birthday Miss Fine?" As he voiced her thoughts she turned her head down toward her food once again.

"I don't know why it bothers me, I'm just his nanny. We agreed on that. But, I guess it would still be nice if he would show, if for my birthday at the very least. Do you really think he forgot? Am I just being silly? Should I be upset? Should I pretend...?"

"WOAH! Miss Fine, slow down, it's o.k." He rubbed a hand across her back. "Listen to me, Miss Fine, Mr. Sheffield can be a very stubborn person and may pretend he doesn’t harbor very strong feelings for you, but even though there is nothing between you doesn’t mean he shouldn't acknowledge things like your birthday. Hey, we aren't dating and I made this special breakfast for you."

"You ordered it from IHOP. But, I guess your right. So, you’re saying it's o.k. that I feel a little hurt, and I'm not being totally silly?" She again turned to look at Niles.

"That's exactly what I'm saying. Now, go get dressed. It's Thursday and your day off and I left your present in your room upstairs. I don't like seeing you so unhappy." He smiled at her. She leaned in and gave him a hug before heading from the table upstairs. As she left and Niles was cleaning up the table, he thought to himself, 'Poor girl. She is just so sweet and so...special.'
**********
Fran got up to her room and instantly began to look for this "present" Niles had mentioned. She saw it almost immediately. He had placed it on her bed while the family had been eating breakfast. She went over to her bed and picked up the present and set it in her lap as she sat down. Niles, being a neat freak, had wrapped the present beautifully. He had used shiny, red paper and put an elegant white ribbon on the top. The box was not too big, 'big enough to maybe hold a toaster.' She thought the last part to herself. Then she asked, "Would he buy me a toaster? Well, only one way to find out." She began to delicately unwrap the gift, as if she were handling an endangered flower. She finally got to the core and opened the box. Inside of the box, at the bottom, was just one envelope. She reached in and pulled it out. On the front, in perfect cursive, was her name. She opened the envelope to find a card with a snowman on the front. She opened it, and as she did a small card, the size and shape of a credit card fell out. She picked up the small card from its landing place in her lap. She couldn't help but to smile. It was a gift card to Loemanns. She turned her attention back to the card. She opened it up all the way and read what it said:

Miss Fine,
Hey, Happy Birthday. I thought you could use some feel-good
Clothes. Did I do well? Hope you have a great Birthday.
Your Friend,
Niles
P.S You know whenever you're ready to talk about your real age
I'll be here waiting!

All she could do was smile. It was nice to have such a good friend as Niles. "You'll be waiting for a long time for my real age then, Niles." She said aloud to herself as she stood up to get dressed, for what was sure to be a very heavy shopping day. She deserved it.
**********
After she had picked out her outfit she made her way down the stairs. Half-way down the stairs she stopped and starred at Niles, who was propped up on the couch drinking a glass of Mr. Sheffield’s best brandy.

"Niles!" She did her best to imitate a Mr. Sheffield British accent. Niles sat up and turned around to look at her. He instantly noticed that she was wearing jeans and a regular T-shirt,

"You scared me Miss Fine. What's with the wardrobe? Did you like your gift? Do you want something to drink? Are you going shopping?" Niles asked.

"WOAH! Niles, slow down. It's O.K.," She said trying to imitate his earlier response to her asking so many questions. She continued to descend the stairs and stood behind the couch as she continued to speak. "Umm o.k. let's see if I can remember all of your questions... Sorry I scared you, I felt like going shopping comfortably today, yes! I loved my gift, no I don't want anything to drink, and... Oh yes...I am going shopping. Whew. I did it. Would you like to go?" She asked him with one of her charming smiles.

"No, thank you Miss Fine. I have never been shopping with you for clothes, and I don't think you on a SHOPPING SPREE would be the best time for a first timer like me, now would it?" He asked her while standing up and downing the rest of the brandy. "Besides, I have a lot to do around here.*hiccup*" He said finishing with a hiccup.

Fran giggled, "Yes, I see you're very busy! O.K then well, I'll probably be home by 3. But, if I go over and are not here to see the children home from school, don't worry." She walked around the couch and hugged Niles. "Thank you so much for my present and my card. I love it." She turned to go. She stopped at the front closet and took out her coat. As she was putting on her coat she said to Niles,

"Oh, and Niles, when you stop being such a yenta, I'll tell you my real age." She flashed a brilliant smile at him.

"Well Miss Fine," Niles said over his shoulder "Old habits die hard, so I guess we'll both be waiting for a really long time." At this, he disappeared into the kitchen. Fran just smiled and left to go shopping.

She arrived at her heaven less than 20 minutes later. She shopped and shopped and shopped some more. Then, she took a break to get some pizza. Then, shopped and shopped and shopped some more again. 7 glorious, clothes filled, tired feet hours later she headed home. She looked at her new watch she had bought herself. It was 4 O'clock. 'Well, I didn’t miss the kids by too much.' She thought. Fran arrived home and went inside. As soon as she stepped in, she smelled the heavenly aroma of food, Niles style. She set her bags at the bottom of the front staircase and hung up her coat in the closet. She walked into the kitchen. As she walked in, she noticed her 3 children and her best friend having a great time with each other. Maggie and Grace were making some cookies for a school project for Gracie. And Brighton and Niles were sitting at the kitchen table playing, what appeared to be, poker.

"Darn, you won again!" Brighton said throwing his cards down on the table. Then he pulled his wallet and gave Niles a 5 dollar bill.

"Thank you. I only live on the scraps I win out of you." Niles said while stashing the money in his pocket. He looked up and saw her standing in the doorway watching the scene before her. Before he could even say a word, Gracie ran over to her and hugged her.

"How was your day Fran? Guess what, I've been eating cookie dough." Gracie said this, knowing that Fran would disapprove.

"I can see this angel." She said, while taking her thumb and wiping away some cookie dough from Graces nose. "How was your day at school everybody?" She asked now addressing all of her kids.

"Fine."

"Great."

"Alright." All three children said at once. She smiled down at Gracie who was still trying to get the remaining cookie dough from her face. Fran was just about to walk over to Maggie with the cookie dough bowl when...

"Aren't you going to ask how my day was?" Fran stopped and turned around. She could have recognized that voice from a mile away. She smiled.

"Hi daddy." Gracie walked over and hugged her father.

"Hello sweetheart." He said while leaning over and kissing her on the cheek. "Mmmm. What smells so good?" It was a general question, but of course, Grace was always first to answer. Fran smiled thinking how much more outgoing Gracie had become in the last couple of years.

"Maggie and I are making cookies for my class food party tomorrow. Would you like to try one dad?"

"That would be great Grace." He answered following her over to the oven to sample the chocolate chip cookies. He picked one up off the cookie tray and leaned against the island. He turned to face Brighton and Niles.

"Brighton beat you again old man?"

"I wish!" Brighton snorted as he laid down another hand of cards and lost again. Then, he took out his wallet and gave Niles 3 dollars. "O.K I’m done! I'm going to go upstairs and work on some homework." Brighton stood up and walked to the back stairs before turning around, "Oh and Fran is it O.K if I take Anne to a movie Saturday night?"

Fran had been drinking a cup of tea and swallowed slowly while trying hard to remember if she knew Beth or if they had plans on Saturday night already. A thousand scenarios flew through her mind until she finally set her tea down on the island in front of her and said, "Yes."

"Thanks Fran." B then continued his trek up the stairs. Niles pushed their card game aside and picked up a newspaper that had been left earlier by Mr. Sheffield. No one really needed anything so he thought he would read up on some current events until Mr. Sheffield needed something and said his characteristic, 'NILES!'

Mr. Sheffield took a bite out of his cookie and then addressed Fran. "So how was your day off Miss Fine?"

"Fine, I went shopping." She said while taking another sip of her warm tea.

"I noticed the 6 bags in front of the staircase. So, did you just feel like going shopping today?" He questioned taking another bite of his cookie.

"Yeah. I guess I just felt like going shopping." Fran said a little sad, he really hadn't remembered her birthday. Max sensed that she was a little upset, and she wasn't looking at him when she was talking, as she'd always done. He walked over to get another cookie while asking,

"Are you all right Miss Fine?"

"Of course she's o.k. She has to be, today is her birthday daddy, remember?" Grace announced while also eating a cookie.

All of a sudden Max felt bad. He hadn't remembered her birthday. Every one of his birthdays she had made very special. She had never forgotten. And to top it off he hadn't even thought about her birthday since... the last time he forgot. He had forgotten last year as well.

"Oh Miss Fine, I'm so sorry I forgot your birthday. With my new play opening up and everything. I'll make it up to you. How about tomorrow night we go out to dinner? I want to take you to this beautiful Italian restaurant, 5 stars. Many of my backers and I go to eat there for meetings, it really is one of the most gorgeous restaurants I've ever been in. How does that sound?"

"Oh, Mr. Sheffield, you don't have to do that. Really it's no big deal." Fran answered turning around from rinsing out a glass to look at him.

"No, I insist. Please?"

"O.K., if you really want to."

"Splendid, I'll pick you up at the bottom of the stairs at 6:00." He smiled warmly at her. "O.K well, I have to do some work in my office. Let me know when dinner is ready. And, Grace, the cookies are superb." He walked out of the kitchen to his office.

After he had left Gracie and Maggie put all of the cookies into a Tupperware dish to take to school tomorrow and headed up the stairs to do homework. That left just Niles and Fran in the kitchen.

"So, are you excited about going to dinner?" Niles questioned.

"I guess, I kind of didn't want a dinner because he feels he has to make it up to me. But, I guess I should be thankful for that even." Fran said while taking another long sip of the tea. "I don't know I think I'm being too overly sensitive about this whole thing to begin with. It's just a birthday and he is a very busy man."

"No Miss Fine, you are not being overly sensitive. You are a woman and all women tend to over dramatize things, that we men see insignificant."

"Thanks a lot Niles. So now I am a drama queen. No, I know what you mean. This is just one day of the year, I'll let it go."

"That sounds great Miss Fine. So, go have a lovely dinner tomorrow night and move onto the next hurdle."

"O.K thanks Niles. I'm going to go upstairs and lie down for a bit. Call me when dinners ready."
**********
The next day was like all other days; starting out with breakfast in the morning, with the lively conversation. Again Mr. Sheffield was absent. But, this morning it didn't bother Fran as much. She knew that evening they were going to have a nice dinner, and she should stop sweating the small stuff. The kids left promptly at 7:45, as they had always done. This left Fran at home to watch T.V and then get ready for their date.

Fran sat around the house and talked to Niles all day and played a game of gin with him after lunch. And then at about noon, she decided she would go out and buy herself a new dress. She was starting to get really excited about tonight, and wanted it to be perfect.

"Niles, I'm going to go out and buy something special for tonight, to wear." Fran said to Niles as she was going to the closet for her coat.

"That sounds like a nice idea Miss Fine. I knew soon enough you'd get excited about going on a date with Mr. Sheffield."

"Yes. Well, if I'm not here when the children get home, just tell them to do their homework."

"O.K I’ve got it under control Miss Fine." Niles said in a mock military tone.

Fran smiled and left. She went to about 10 stores before she found the dress that she wanted to wear. It was not the kind of dress that she would normally wear. Actually she had never bought a dress like it before, ever. It went to about her knees and it was black, just black. The top had short sleeves and was only slightly cut down in the front. The bottom flared out so when she moved the folds brushed about her legs. She wanted this night to be nice. She wanted to impress Mr. Sheffield, not cause him embarrassment with her loud clothes. In thinking about buying the dress she knew full well that he would find it demure. That's what she wanted to be tonight; a Maxwell Sheffield kind of woman. Mr. Sheffield was taking her somewhere nice, and she wanted to fit in with all of "his" kind of people. Honestly she didn't like the dress, but he would, and that's all that mattered. Fran looked at herself one last time in the mirror before removing the dress. The image in the mirror stared back at her and it was something she had never seen; she had her hair in a ponytail so her upper chest and a little of her shoulders were bare. Her light skin was so contrasted to the midnight black dress and showed off her curves great in her middle then flared out. Sure the dress was beautiful, but it wasn't her. Oh well she thought to herself. She took off the dress and purchased it.
**********
She arrived promptly home at 4:00. She walked into the kitchen, and was immediately greeted by loving faces. Grace was sitting at the island decorating a gingerbread house. She looked thoroughly frustrated.

"Hi Gracie how's it coming?" Fran asked setting her purchases on the kitchen table.

"The frosting keeps sticking to my fingers and I can't make the Christmas tree stand up." Gracie answered while trying unsuccessfully to wipe frosting from her hands.

"Oh honey, I'm sure it will turn out fine. See your Christmas tree is standing up." Fran said trying to reassure her. Just then the Christmas tree fell over. And Gracie sighed loudly.

"What smells so good angel?" Just as Fran had said it, Niles had breezed into the kitchen.

"I'm making some hot chocolate for me and the children would you like some Miss Fine?" Niles asked while removing the hot chocolate from the stove.

"I would love some thanks, but what's the occasion?" Fran asked taking a seat next to Grace to watch the tedious work of making a ginger bread house.

"Well, since you and Mr. Sheffield are going out for a date, and since it is the first night of the children’s two week break, I went out today and rented 'How the Grinch Stole Christmas' for us to watch while you’re out." Niles finished saying while pouring the cups of warm liquid.

"It really is starting to feel like Christmas, isn't it? Snow is beginning to fall, our home smells like hot chocolate, and even Grace here is getting into the spirit. Aren't you angel?" Just as Fran had said this, Grace's entire house fell apart with a small thud. Fran just giggled. When the house fell apart it squished Grace's frosting snowman.

"Oh no, call for back up frosty didn't make it." Niles said with fake enthusiasm. Then, C.C walked into the kitchen, carrying a stack of papers. "Cancel that order, Frosty the ice queen did survive." Niles said. Fran and Grace burst out laughing. The joke was totally wasted on C.C, who had missed the events leading up to the comment.

"Well, while you all are here sitting around wasting time, I have work to do. I'll be in Maxwell's office 'till midnight at this rate. Problems keep coming up and I can't get these contracts out of the way. So, tonight I am over here where I hoped I wouldn't be disturbed, but I was mistaken. So if you all kindly mind leaving me alone that would be fabulous." Niles opened his mouth to respond to C.C's comment but was cut off with,

"Shut it Windex." And with that C.C left with her papers to Maxwell's office.

"Well, the Christmas spirit is now definably ruined. I am going to go and get ready for my date. I only have two hours. I love you angel. Be good tonight while I'm gone. I'll come say goodbye before we go." Fran kissed Grace on the top of her head and took a cup of hot chocolate up to her room. "Thanks for the hot chocolate, Niles."

**********

Maxwell arrived home at a little after eleven. He walked in the front door and set his briefcase on the foyer table and hung his coat up in the closet. He walked into the living room, where the only source of light was a small fire burning in the fire place. He looked over at the T.V and sitting on top of the VCR was the 'How the Grinch Stole Christmas' video box. He smiled and rubbed his tired eyes. He crossed over to the couch and laid his head back on the over stuffed pillows behind him.

He had a thousand things racing through his mind: His lead actor having a nervous breakdown, C.C. threatening to kill the lighting director, spilling coffee on himself when he went out to lunch with a backer. He ran a hand through his hair and sighed slowly. He was glad to be out of that theatre. He had been going non-stop for over eleven hours. He placed his feet on the coffee table across from the couch. As he put his feet up he knocked something off of the coffee table. "Shot" His whispered aloud to himself. He sat up and picked up a small black purse. He knew it could only belong to one person. Miss Fine. He looked closer at the purse though. He'd never seen this purse before, and it didn't look like it would belong to Miss Fine. It was a simple black handbag, no sequins, or heart shaped handles, it was just black. Well, maybe she wanted to try something different. He thought in his head.

He held the purse in his hands for a few moments and then resituated himself on the couch. He placed his feet successfully on the coffee table and leaned against the back of the sofa. He still had the purse in his hands as he sat beginning to think about Miss Fine. He thought of her sleeping peacefully upstairs right now. He could just go and lie down next to her and hold her slim body. Stop it. His mind chastised him for thinking even those thoughts. He closed his eyes and could see her face pictured perfectly in his mind. Her dark curls rolling over her shoulders and her eyes sparkling like sun reflecting off of a lake. He knew he needed to get up or it was a very real possibility, that he would fall asleep right here on the couch thinking of her. He saw a faint light coming from the kitchen and muffled voices.

Might as well get a drink before bed. Maybe it's Miss Fine. He thought to himself with a smile. He leaned forward and placed he purse back on the table. For some reason though he had had this nagging in the back of his mind about Miss Fine all day, and not just the regular I wish I were with her and I miss her nagging, but something different and he couldn't figure out why. He stood up and walked over towards the door as he got closer the voices got clearer. It was Niles and C.C. Maxwell stopped to listen. What could they be talking about? He asked himself.

"Why in the world was Nanny Fine so down tonight before the children went to bed?" This comment came from C.C.

"Oh that poor thing, Mr. Sheffield promised to take her out to dinner tonight for forgetting about her birthday yesterday. She was out shopping all day for the perfect outfit to wear. You should have seen her she was absolutely beautiful. But, it saddened me to see her the way she was. She was in a dress that you might have worn, 100 lbs. lighter." C.C. ignored this jab; she really wanted to hear this story. "It was black and knee length. It wasn't tight and it had sleeves. You could tell she wasn't too fond of it. She was only trying to impress Mr. Sheffield I could imagine. I felt so bad for her. She sat in the living room with us and watched 'How the Grinch Stole Christmas' 'till 8:30, until she finally gave up hope of him showing up for their dinner. She went upstairs and tucked Grace in for bed, and said goodnight to Maggie and Brighton and went into her room. I was downstairs cleaning up when she came back downstairs. She had her P.J's on and she was carrying the black dress. She pulled out the bag that she had brought it home in and placed it inside. She then threw the bag into the front closet. As she turned around to go upstairs she saw me and instantly began to cry. She'd said, 'I wanted this night to be so perfect, I changed everything. I had my hair straightened, I took all the nail polish of my fingers, I bought low heeled shoes, and that god-awful dress. All for him, and he didn't show. Oh well, I am going to tell him that I too forgot, I am not going to be the desperate girl who waited for someone for 2 hours.' Even though she'd resolved not to be sad about it, I came over and hugged her and she cried some more." Niles paused momentarily letting C.C let it all sink in,

"You know I may not like Nanny Fine all that much but, even she deserves better. Maxwell skipped out on her twice in two days. But, that’s a really big change from her normal behavior. Coming from Nanny Fine I think she would have held it over Maxwell's head." C.C stopped to let Niles respond. Niles was shocked she had showed some concern for Miss Fine.

"Yes, I thought that she would too. But, I think tonight she has grown from the person she used to be. I think that the fact that Mr. Sheffield always puts his work before everything and everyone else has finally gotten to her. She tried so hard to try and make tonight perfect."

Maxwell couldn't listen anymore. He felt bloody awful. He had promised her that he would take her out and what had he done, stayed at the theatre till eleven O’clock. He turned away from the kitchen doors, no longer able to hear either Niles or C.C. because of the guilt that now invaded every corner of his mind. He plodded across the living room once again eyeing the purse. She was probably going to take it on our date. He ran a hand through his hair as he began to drag himself up the stairs to bed. He knew that he would have to make this apology really good tomorrow morning. But, what had Niles said? That she was going to pretend like it never happened that she herself had forgotten. Well, he wouldn't let her, he had to make this up and big. He stopped half-way up the stairs and turned around and went back down to the front closet and opened it. He still couldn't believe that this all was happening. There sitting on the floor was a small red bag. He pulled it out of the closet and walked over to the foyer table and set it down. He reached in and pulled the black dress from the bag. The smooth black ruffles cascaded around his fingers. He felt pangs of guilt stab him like a thousand knives. He looked into the bag to see if there was anything more. There was a pair of small heeled black shoes. They weren't high in the least. If all the outfits in the world had been laid out for him, this would have been the absolute last outfit he would have chosen that Miss Fine would have bought. He went to put the dress and matching shoes back in the bag when he saw the receipt at the bottom. He pulled it out and looked at it in the dim light. She had paid retail for this outfit, for him. He had never felt worse in his entire life.

He put the dress back in the bag and placed it back into the closet. He headed up the stairs, but this time he had a different destination than he had had the first time. He had to apologize tonight. He knew that she wouldn't accept just an apology. He had to make this big. He opened the door to her room and quietly tiptoed in. He stood watching her sleep. She was so beautiful, like an angel, his angel. The dim hallway light barley flooded the room, and he could make out a Christmas drawing Grace had drew for her in her art class. She was apart of this family apart of him. He needed her but couldn't allow himself to REALLY, truly, 100% tell her that.

He sat on the edge of her bed and rested a hand on her side. She was laying on her right side facing toward him. He gently rubbed her arm trying to wake her up. She just looked so peaceful. Finally after a few minutes she stirred and opened her eyes. She sat up immediately.

"Mr. Sheffield is everything o.k.?" She asked with a yawn.

"No it's not O.K. I am so sorry I forgot about tonight. Things were so crazy at the theatre and, well, I am not going to make excuses. It was terribly horrible of me not to show, can you ever forgive me?" He asked taking her smaller hand in his larger one for effect. She placed a hand over her mouth and brought it away and smiled at him almost apologetically.

"Oy. I am so sorry too. I completely forgot as well. The children and I watched a movie and I lost track of the time and events that were suppose to take place tonight. Oh well, at least I didn't stand you up or something we can just reschedule." She finished smiling softly at him, her hand still in his.

"Miss Fine you don't have to lie to me. I know you waited for me and tried to make this night really special." He waited for a response, hoping that she would give in and forgive him and he could take her on a proper date.

"No, Mr. Sheffield I didn't. I told you what happened. Really it's no big deal now go to sleep." She replied while removing her hand from his hand and beginning to lie back down.

"Miss Fine how do you explain that dress in the front closet."

"I bought it yesterday and didn't like it, so I'm taking it back tomorrow." She said, now starting to get annoyed slightly. Why was he looking into this thing? Why couldn't he just let it go like she was trying to do?

"Stop Lying!" He said louder than he had intended. "I feel terrible, you should be mad at me or something, you can't just hide that you were upset and even CRIED because I stood you up."

"Don't give yourself that much credit." She said with pure venom and sting while resuming her sitting up position to face him. "I wasn't sitting around here waiting for you; it was an apology dinner anyways. It wasn't even a real date. Obviously it wasn't that important to you. Or me." She added the last part to try not to give away her lie.

"Miss Fine I heard Niles telling C.C. the whole story." He said quietly. They sat in silence for a few moments until she spoke again.

"O.K so I waited for you. But, that's fine if you had more important things to do. Now please go so I can go back to sleep." She turned away from him and laid her head back on her pillow.

"I'm sorry Miss Fine. Can I take you out tomorrow to make up for it? We can still have a splendid time. You can wear that beautiful dress you bought." He said quietly to her back. He didn't really know what to expect as way of her reply, but her reply sure jolted him.

"I HATED THAT DRESS!" She had sat up abruptly and was staring him straight in the eyes. "I bought it for YOU! Because I knew YOU would like it. I knew we were going somewhere nice tonight so I wanted to look good, YOUR version of good. I changed everything for YOU." She stopped for a moment and began speaking again quietly this time. "Mr. Sheffield your work is very important, and I understand that. And no thank you, about dinner tomorrow night. But, the gesture was nice. I have plans to decorate a Christmas tree with the children. Goodnight Mr. Sheffield." She laid back down once again facing away from him.

"Please don't do this." He whispered. "I don't want you to be angry with me. I have to work you know. This will never happen again. Miss Fine? Fran? Say something." This time Fran was done. She slowly sat up and got out of bed. Max watched her every move. She walked over to the door and opened it.

"Goodnight Mr. Sheffield." She said it very coolly.

"Fran, my work isn't more important than you it just comes in the way of things sometimes. You know I cannot give up my job, and you’re asking me to do that." He said standing up and looking at her.

"I'm not asking you to give it up, just make time for me and YOUR children sometimes." Her hand still rested on the door knob and her head was turned toward the floor.

"I can do that... sometimes." He replied twiddling his fingers now.

"Can you help us decorate the tree tomorrow? All day? And then stay home and watch a Christmas movie with us?" She asked him almost forcefully. She had expected him to be busy and she wanted to prove that he couldn't deny work.

He was silent for what seemed like and eternity to him, but in reality must have been a total of 30 seconds. He had a business party to attend tomorrow night, a Christmas party. He could hear his excuse already, 'We can do it the next day.' She wouldn't buy it. She was right. He really couldn't set aside any time for his family, including her. He looked up at her. He knew in the deep corners of his mind, this was it. He was going to tell her he just couldn't, too many backers riding on this; he was going to tell her basically, that his job was more important. In his silence he could already tell she knew what he was going to say, he could see the tears already brimming in her eyes. He himself felt like crying, but in his British upbringing, wouldn't allow it. He took about 3 steps closer to him and began to speak.

"I'm sorry. I can't." That was it. It was the best he could come up with, it was one of the most sincere things he'd ever said in his life, but not sincere enough to act upon it.

"I know. Mr. Sheffield, what you and I both have failed to realize is we are both from two very different worlds. In your job, you probably make more money than I could spend in two lifetimes; shocking I know. But, the luxuries that come along with your world also probably cost more than I could spend in two lifetimes. This is the up bringing that you were so very privileged with, I wouldn't want to be the one to ask you to change or to give up this life that you have come to be accustomed and love. I know on my part I was very silly, thinking this would work. See, from where I come from a lot of parents don't have jobs important enough to bring home with them that would run over into the weekends, let alone on Christmas break. I guess I always thought that if I became... if I became..." She began to cry at the realization that it was over. She loved Maxwell Sheffield more than anything on the planet; she would give her life and everything in it for him. But, she knew now that he wouldn't do the same. He wouldn't keep a date or stay home to spend time with the people that loved him. "I always t-thought if I became important enough to you... then maybe you'd change, but I know now that I can't."

As she finished her last words she stepped forward and threw her arms around him and buried her face and cried into his neck. He wrapped his arms around her middle and held her tight, as if life itself would come crashing down around him if he let her go. He couldn't do what she was asking him. He couldn't just blow off social meetings to be home to decorate a Christmas tree or walk out in the middle of a make-or-break deal to take her out for some pasta. Now as he thought about it, he began to get quite annoyed. 'I wouldn't ask her to give up her passions for me.' He decided upon doing exactly what Miss Fine intended to do, drop it. She was going to end what might have been and so could he. He would not sacrifice if she didn't intend to. He just didn't understand how much she truly had sacrificed. When he took back saying he loved her, he hurt her so deeply, and she'd stayed for him to comfort him through all his flop plays and bad dates with lesbians. She'd been there for it all. She hadn't allowed herself to date SERIOUSLY because she felt terrible about not being with him. She had sacrificed a fare share, and he had failed to see that.

After a few moments she loosened her grip around his neck and stepped back to look at him. He let his hands drop from around her waist and now hung limply at his sides. She then too let her arms drift away from his neck. On their way down she let her fingers run along his white dress shirt he'd worn this evening to the event. They were still standing close to each other and she inhaled his scent for what she felt was going to be one of the last times. Finally her hands rested at her sides and she stared up into his face, and his eyes; those beautiful olive green seas of pent up love and life just waiting and wanting to burst through the flood gates. But those seas weren't quite ready yet, weren't quite sure that that would be the best course of action. Once all the waters broke down the walls they could never be rebuilt.

"I'm sorry it couldn't have worked out differently. Good night Miss Fine." Max turned away from her and left her room just as quickly as he had come.

He silently closed the door behind him. After it was closed he leaned on it and sighed a long, sad sigh, and shut his eyes tight as if almost in pain. His hands were clenched into a tight fist pressed against her door while he slowly sunk to the floor. Now there he sat, his own knees pressed tightly to his chest, his eyes burning with the need to cry, the want to cry. His whole body felt numb. It was over, he wouldn't have a relationship with her and that was that. D*mn his insecurities! D*mn his second guesses on everything. Just d*mmit. After sitting in that balled position for about 10 minutes he decided it best just to let it be, they couldn't be and he would have to accept that.

#####

"I'm sorry it couldn't have worked out differently. Goodnight Miss Fine." Max looked at her in the eyes and then turned to leave.

Mr. Sheffield closed the door behind him as he went and in the darkness of her room, tears began to form in her eyes. Seeing was impossible in the midnight hour but she could feel the salty drops rolling down her cheeks, and could feel them cling to her chin before falling inevitably toward the floor. She walked over to the door and placed her forehead against it, the tears continued to burn long trails down her cheeks. Her hands slid down the door, along the paneling and into all the nooks, as if her fingers were remembering where he stood mere moments ago. She then turned and placed her back against the door and sunk all the way to the floor with her knees pulled up to her chest, and her arms wrapped tightly around her legs; placing her forehead on the tops of her knees. She cried for what could have been and cried for what never was. Sobbed for the memories shared and sobbed for the memories that never were made. Ached for him, even if he did not care, and ached for herself, who would always care. But in the end it had come to an end, some sacrifices were just too big for him to make. She fell asleep just like that, in a ball on the floor.

************
The first rays of light broke through the small crevices in the curtain that seemed to be towering above Maxwell’s headboard of his bed. Small movements in the air, from his ceiling fan, made the cloth move ever so slightly and make the small streams of light dance across his walls and reflect from the pearly blades of his fan. A small pain throbbed in his lower back and he rolled onto his side to ease the pain in his back while trying to think of a way to ease the pain in his mind. His head sunk down into the feather pillow and his satin sheet pillow cases creased with a sudden weight that had been placed upon them.

Only one thing was on his mind this morning and only about 5,000 things that pertained to that one. Miss Fine was on his mind; what was she doing, was she awake, was she thinking about him, and what happens now. He closed his eyes and took a deep breath as he remembered every moment of last night’s conversation. How in the world had he gotten here? He shouldn't be here he should be with her; telling her he's so sorry and that he would bring the moon to her to prove how much he loved her... cared.. No, loved. Even now in his mind he couldn't admit that he loved Miss Fine.

He cursed himself under his breath. Maybe even if he tried to change and set aside work sometimes, maybe she still deserved more. What if his heart was buried with Sara? What if he was trying to make this not work on purpose? So many questions filled his mind, but he knew that he needed her; somehow he needed her so badly, that his world would deteriorate without her. Even he knew he was being hot and cold; he needed her but could not love her. Wow, that sounds really intelligent and appealing. 'I need you Miss Fine but I can't ever love you.'

Max rolled back onto his back and watched the white lights flit all over the ceiling. He reached his arm up into the air and placed his hand in the stream of light. The whiteness moved across the back of his hand and then reflected and bounced off his wedding band. He focused his eyes on the band as the light made parts of the gold shimmer and shine as it touched it. Sara; her face he could see reflected in this ring. Their wedding day, Maggie's birth, Brighton' birth, Gracie's birth, the sound of the telephone ringing and the doctors telling him his wife had died. His arm fell on the bed next to him with a small thud and he began to look around the room looking at what else reminded him of Sara. First he saw a blue neck tie draped over his chair by his closet; Miss Fine had bought that for him for Christmas last year. Next, he looked over to his side table and studied the cordless phone; where Miss fine had 8 out of 9 numbers programmed with numbers that were useless to him.

Max kept scanning his room and everything in it had a memory of Miss Fine, but not one of his beloved wife. Sara had been gone now for nearly 10 years, and still he held onto her memory like moss to a rock that had been left in a steam for too long. Even though love was staring his straight in the face he wasn't ready. Fran had been working there for nearly 5 years and still in the corners of his mind he could not trust this or her. His father had always told him, 'If it looks too good to be true, it probably is.' Max truly believed that he could only truly love once in his life, and for a breath of fresh air like Fran, it was sure not to last.

He sat alone starring at his ring and the lights for 30 minutes until a small knock brought him out of his reverie. Max sat up in bed and said, "Come in", even though he was pretty sure it was Niles. The door opened a crack and Miss Fine peeked her head in.

"May I come in?" Fran asked with her body still mostly covered by the door.

"Yes Miss Fine."

Fran then proceeded to step all the way in and closed the door softly behind her and then leaned against it and gathered herself for a moment. Max just sat in his bed starring at her and he was getting an eyeful. She had on these elegant red, silk pajamas and no sox on her feet, so you could see her red painted toenails. Her hair was much straighter than usual and fell limply around her shoulders and then cascaded down the red silk of her pajamas. She was staring almost directly at the floor and she was shaking slightly. Once again about a thousand thoughts bombarded his mind, what is she doing here? Is she going to quit? What's happening?

After about a minute of silence Fran raised her head to look at Maxwell sitting in an upright position on his king sized bed. He looked so nervous, was he shaking as much as she was? Could he tell she was shaking? Fran twiddled her fingers behind her back and starred at him. This was a bad idea I shouldn't have come. She knew that she had come for a reason and she had to say what she had come to say or she'd regret it later. She didn't want things to be weird between them and she had to straighten out exactly what happened in her room last night.

"Um, well, first of all good morning." Nice, Fran that sounded really intelligent.

"Good morning Miss Fine. Uh, did you need something or just come in to say good morning?" Maxwell was trying to end this terribly embarrassing situation any way he could think of.

"No, I wanted to talk to you. Maybe this wasn't the best time I'll just come back." Fran turned to put her hand on the doorknob to get away from this room, away from him.

"Miss Fine wait. You wanted to say something, so please say it." She was going to leave this situation could already be over what are you doing? Max's mind was screaming at him.

Fran turned around slowly to look at Mr. Sheffield. He looked so amazing, he wasn't wearing a shirt and his chest looked so toned in the morning light. She could only imagine how she looked, she'd been up all night crying and then fell asleep on the floor, then woke up and cried some more.

Max could discern that she was incredibly nervous. So, he made the first move to lighten the mood.
"Miss Fine please come sleep with me... I MEAN SIT WITH ME!" Smooth Maxwell, real smooth.

Fran laughed audibly as he put his face in his hands at his obvious embarrassment for what he'd said.
"O.K I'll come SIT with you." Fran walked over and sat on the edge of his bed. It was amazingly comfortable; her tush was in heaven sitting here, while her mind was in heaven because of being so close to him. After a few moments of just starring into each other eyes searching for so many unanswered questions, Max reached out and tried to tuck a strand of dark hair behind her ear. Fran turned her head away. Instantly a look of sadness crossed Maxwell's face and she felt bad, then she began to tell him what she had wanted to all along.

"I'm sorry Mr. Sheffield. We need to talk; we need to talk about last night in particular." Fran stooped talking to let Maxwell make a comment if he so chose.

"I agree Miss Fine, but you start because I'm not exactly sure I know what and how I want to say something."

"O.K. I'm sorry about everything that happened because you and I are just nanny and employer, and I should not have looked into it more than I did. You were caught up at work and that was no big deal and I shouldn't have made it one."

"Well, Miss Fine apology accepted, though I feel that I am truly the one that owes you an apology. I don't care if you’re a stranger on the street that I promised to take to dinner I should have kept my promise. So, let's just put all of that behind us. That is what you came in here to discuss correct?"

"Yes and no. I wanted to talk about what we just talked about, of course and I hope that we can continue being friends after this mess."

"I wouldn't have it any other way."

"Good, but the other thing I wanted to discuss was the children."

"Are they O.k.?"

"Yes they're fine, but they are growing up and I think just a little too old for a nanny, if you get my drift. And I'm not saying that I want to move out today, tomorrow, or even next month, that is if it's O.K. with you. I am saying though that it might be time that I started looking for an alternate job. Because, honestly Mr. Sheffield, I know that I was fooling myself just thinking ' Oh, yes I'll be with them forever and it will all be great.' I thought wrong. Those kids are going to grow up and won't need me anymore, and what happens when they move out and go to college? Am I going to stay and be your nanny?" Fran was silent as she waited to see what Mr. Sheffield was going to say to her.

"Miss Fine... I..." Max couldn't even speak, just when he'd thought he'd seen sun on the horizon of her coming in this morning and trying to put last night behind them, she'd began discussing leaving him an his family forever. In the back corners of his mind he knew that she was so right, the children wouldn't need her very much longer. Grace was a little over 13 and was smart beyond her years. Brighton really didn't need a nanny anymore either, and Maggie was already looking at colleges. He didn't like this situation.
"Miss Fine, I know that your right. I guess I just can't imagine you leaving us after all of this time you've been here. Well, whatever you want to do, all of us will be there to support you."

"Well, I wouldn't really be leaving you though because I would still see you, hopefully, and I know that I would see the children and Niles. I just wouldn't live here anymore. And just to make clear exactly what I'm talking about, I don't think I want to leave anytime soon. I was just saying that if maybe I got another job offer I would consider it, as opposed to in the past just completely blowing it off. I'm not making very much sense; do you understand what I'm saying?" Fran realized she had just clashed a couple of points together and wanted to make sure that he understood she didn't want to leave anytime too soon.

"Yes, I understand what you’re saying. I don't like it but I understand." Max was now letting the whole 'She might be leaving thing' set in. And, honestly he was getting a little annoyed at him and at the world. He couldn't let this happen but it was, in fact, inevitable.

"I really don't like it either but it will happen eventually. What do you think will happen? After the kids move out you will just keep paying me to live in your house and eat your food?"

"NO! That's not what I was thinking Miss Fine. I just don't really want you to leave. We were moving forward with the whole being friend’s thing just moments ago and then you tell me you might be leaving. My family has come to fully rely and depend on you to make us happy and to be there for us when we need you."

"And that's fine that I have become an important part of this family, you all have become an important part of me, but that doesn’t mean that the second I leave you all just fall apart. It can't be like that! It can't be like when Sara died and you just holed up and let everyone deal with their feelings and problems separately!"

The second that she had said it she had regretted it. In this family it wasn't appropriate to talk about Mr. Sheffield's behavior toward the family after Sara's death. She began to apologize, but since she'd already started she might as well finish the point that she'd originally planned to make.

"I'm sorry I should not have said that, but it pertains to this situation. I know you'll miss me, whether it is on a professional level or on a more personal level that you won't tell anyone about, but so will everyone else. I'm not tooting my own horn saying how fabulous I am or anything, but that's the way we've all lived for 5 years now and no one likes change. I think Grace will take it kinda hard and you need to be there for her."

Max was silent for a few moments, he had pretty much blocked out everything she'd said after she'd spoke of Sara. He was trying to collect his thoughts and not to get angry. He already felt bad enough about blocking his children out of his life after Sara's death but he sure didn't need her telling him about it.

"How would you know anything about how things were after Sara died? You say I wasn't helping everyone deal with their feelings and problems? What about my bloody feelings and problems? Hmmm, tell me Miss Fine what do you make of that?" He voice was raising and he was trying to keep it in check, but he'd asked her opinion and by god she was going to give it to him.

"THEY WERE YOUR CHILDREN! No matter what, the day that your child is born, they become first and foremost important in your life and you left them to fend for themselves after their mother had died! I understand that you were very hurt, and every night before I go to bed I pray. I'm Jewish, and we usually don't pray, but I pray for you Maxwell Sheffield. I pray that all of the hurt an anguish that you have suffered would be transferred to me and so you could live out a peaceful life with your family. I would trade my happiness and life if it came down to it for those children and their not even mine! You should feel 10x what I feel and I'm sure you do, but you sure got a real funny way of showin' it!" She was now angry, that man could be so selfish sometimes, and she couldn't take it anymore.

Max then stood up from his bed and walked past a fuming Miss Fine and put on his black silk robe, before then turning around to address Miss Fine.
"Miss Fine I assure you that I love my children more than anything or anyone in this world, but that's real cute you using the whole 'I'd give anything for you to be happy' card." Max tried to mock her New York accent. "You want to make me happy? Give me my wife back." Max's eyes began to water as he spoke to Fran.

Fran felt sympathy for him and knew that she shouldn't have said the things she'd said so she stepped closer to him to try and reconcile.
"I would if I could, but I can't. Mr. Sheffield she's dead and she can't come back to you no matter how hard you try. But she'll always be in your heart and in your children’s heart." She spoke in the softest calmest voice she could conjure up, with so many emotions flying through her body and mind at the moment.

"Thank you for that beautiful remark. I know why you came here this morning, to try and scare me into thinking you were leaving so I'd tell you I love you and ask you to stay and be my wife. But, I don't think you really love me. I think you like the idea of having a husband and then you just go off and talk about my wife as if you know her or something." Max knew he was rambling and probably saying tons of things he didn't mean, but his mind was racing with questions about Miss Fine's motives.

"You don't mean that Mr. Sheffield. I'm sorry I brought up Sara at all; I know that it upsets you. I'll go and get the children ready for breakfast." Fran turned for the door before he would say anything else they'd both regret later.

"Don't tell me what I mean and what I don't mean Miss Fine. Out of the blue you tell me that you are thinking of leaving, right after we'd had a fight about our relationship, doesn’t add up too perfectly. And so if your motives are just to get a husband, you'd better go somewhere else because I will never love you as I loved Sara, if at all." Stop Maxwell!!! You are saying things you don't mean, you already do love her as much as you loved Sara. Max's mind was screaming so many things but that was the loudest of them all, but he wouldn't listen.

"I'm sorry you feel that way, but that is not why I came in here this morning. Mr. Sheffield, I do hope that one day you can find another woman that will make you as happy, or even a little close to the happiness that you shared with Sara. Now, if you'll excuse me I'm going to go get the children ready for breakfast. I know that now for the next few days you will be upset and uncomfortable around me, and I really didn't think that this would happen, sorry. Maybe, if you’re not too upset, I know you already said you couldn't, but Gracie really wanted you to decorate the Christmas tree with us." Fran was desperately trying to change the subject and she didn't care if he noticed. If he wasn't going to love and be there for her at least she could try to have him there for his kids.

Max knew she just wanted for everyone to calm down and not be angry and he could see that the tears in the corners of her eyes proved her sincerity. He would let this whole thing go for now, and he knew later after he'd calmed down he would apologize for making terrible assumptions about her, but for now he needed to think about all of this; and talk to Niles because he'd for sure been listening over the intercom the whole time.

"Maybe, but I doubt it though. Now, will you please leave Miss Fine I need to lie down." Max went over to his bed and began taking off his robe as Miss Fine turned to go.

"I'm sorry Mr. Sheffield, about this morning, I shouldn't have come. Bye." Fran opened the door and then pulled it closed silently behind her.

Maxwell watched her go and then slipped his legs under the blankets and let his head fall back onto his feather pillows. He turned his head to look at the clock, it was only 7:00 am, and the children wouldn't be up for at least another hour on a Saturday. Some more sleep would do him good now. His head was spinning, the room was spinning. How could he have said those things to her, but were his assumptions correct? Was she just trying to get in on his life and his success? In the back of his mind he knew the answer, of course not. Sara had just left such a big hole in his heart that he had to fix. And when she'd addressed all of his problems right on dot he'd become angry, but he wasn't angry at her... no definatly not at her. His eyelids became heavy with emotion and he quickly fell into a fitful sleep.
*********

"Daddy?" Pause. Silence. "Daddy wake up."

"Mmmm, what is it Gracie?" Maxwell tried to open his eyes to look at his little angel.

"Dad, are you going to stay home with Fran and us today? Fran said you might and I just wanted to know." Gracie crawled up next to her dad and rested her back against his headboard and Maxwell sat up and put his arm around his child.

Why must Miss Fine always make me the bad guy? I am almost certain I won't be able to and now I must tell my child that can't stay to help decorate the Christmas tree with the family. "I'm sorry sweetheart there is very little possibility that I can stay home. But, you'll have a fabulous time with Miss Fine, Maggie, Brighton, and Niles." Maxwell kissed her on the forehead. Then, Gracie stood up and turned to look at her dad who was still sitting in bed.

"I knew you wouldn't stay home with us. I hope whatever is so important to you at the theatre gets fixed so you will be happy. Have a good day at work." Gracie then turned on her heel and walked right out just as quickly as she'd come.

Max just moaned. Now Miss Fine AND the children hate me, that's just great! Max ran all ten fingers through his dark hair. It wasn't even nine O’clock and his day already sucked. He knew that he needed to get up and get ready to go to the theatre and spend another long day there doing things that he didn't want to do, with people he didn't want to work with. And even then his one thing that gave him solace knew that when he came home smiling faces would be there to greet him, but not now. Now he had said horrible things to Miss Fine that would make her terribly sad for the next couple of days, and his children didn't much care for him either.

His legs were put into autopilot to get up, get in the shower, and get ready to go and deal with work, and Miss Fine. Max dragged himself into his bathroom and stepped into his shower, he let the warm water run down his arms and over his back. The warmth felt really good, he almost wished that the water had the ability to take everything wrong that he had ever done to his children and his nanny, and let it go down the drain with the rest of the water. But, he knew that that couldn't happen and he'd made his bed and now it was time to lie in it.

After his regular morning duties and picking out the suit he wanted to wear, he looked into the mirror and took a few deep breaths. He was beginning to mentally prepare himself for what was sure to take place, Miss Fine was going to be sad and he knew that he would have to apologize... AGAIN. Damn! Why did he keep making these same mistakes? Shouldn't he have learned by now? He exhaled a few times before beginning his adventure down the stairs into danger zone.

Max entered the living room by way of the front stairs and looked around for any sign of life what-so-ever; none to be seen so far. So far so good. He could here Niles apparently cleaning up the dishes from breakfast, which he'd missed again, but he couldn't here his children or that characteristic whine. The closet was filled with all of Miss Fine’s coats and various purses, as he shoved all of those aside to look for his black coat. Honestly, he was in a hurry, he didn't want to talk to or see anyone right now; he really needed today to think of exactly what he was going to say to Miss Fine when he got home.

"Good morning sir."

Max must have jumped a foot in the air. Niles had scared the be Jesus out of him!

"Niles! Don't sneak up on a person like that, you 'bout half killed me. What are you doing anyways? Shouldn't you be in the attic getting all of the Christmas stuff down for Fr.... Miss fine and the children to decorate the tree or something?" Max began to put on his coat in hopes of ending this conversation and getting out of this sure-to-be bad situation.

"Yes sir, I was just about to go up and do that when I heard you leaving. So, I figured I'd come out of my kitchen to see you off to work."

"You mean MY kitchen?"

"Do you practically live there?"

"No."

"Well I do so it's mine."

"Honestly old man stop being such a Grinch; its Christmas coming up really soon, put on a happy face."

"Like you should talk, Sir." Max ignored that dig while still trying to end the conversation and escape from the house.

"Niles, where is everybody?"

"Well, the children are up in their rooms doing various things, and Miss Fine is in your office."

"What the bloody hell is she doing in there?" Max stepped down from the step in front of the door to walk to his office to talk to his employee. Half-way across the living room Niles began to speak.

"She's sleeping, sir." Max stopped by the couch and turned to look at Niles.

"Sleeping? Why is she sleeping I thought you all were going to decorate the house for Christmas?"

"Well, sir, she was up for a good portion of the night in the kitchen drinking. Actually she had one Vodka Martini and then she switched over to water after she drowned her second martini in her own tears, but you didn't hear it from me."

Like Max already didn't feel guilty enough he had to hear another chapter in how badly he had ripped out Miss Fine's heart and then shredded it into itty bitty pieces.

"Alright, let her sleep and I'll see you all later in the day." Max continued his path all the way to the door without stopping and closed the door firmly behind him.

*************************************************

"MAXWELL!!!" C.C continued to power walk down the aisle of the theatre while screaming at Max.
"Did you know that Beth Wilder is talking about quitting the play all together? Maxwell we can't loose her, she is our star actress, and obviously the person who is going to make a name for her and this play. WE CAN'T REPLACE HER, SHES ONE OF A KIND!"

Maxwell took his glasses off and laid them on the script in front of him.
"Yes, C.C I am aware of that; and there's no need to shout I'm sitting right next to you. I was actually just on my way to go and talk to Beth; don't worry about a thing C.C. it will all be O.K."
Max then proceeded to stand up, and walk right past C.C. in a very calm manner, and made his way back to the dressing rooms.

He stopped in front of the one that had Beth's name written on the door and softly knocked. No response. He knocked again.
"Come in." Beth's answer was very quiet, barely audible. Max walked into her dressing room and found her sitting in a chair in front of her mirror. There was no doubt that Beth Wilder was one of the most beautiful women he had ever met. Her hair was straight naturally, but every morning when she came into the theatre she'd put it up in curlers and walked around and visited with the rest of the cast while her hair curled. Many of the other cast members had mentioned that they had had rifts with her and that she wasn't a very nice person, but Maxwell found her positively radiant. Beth was the daughter of one of New York’s most wealthy and prominent investors in the theatre community. You could tell too, she had to have things her way and she was very loud. Maxwell hadn't noticed any of these things; he'd only seen her kind and generous side.

Beth was about 33, and her hair stopped at the base of her shoulders and was the most vibrant golden blond you'd ever see. Her skin wasn't pale but sported a light tan to match her beautiful baby blue eyes with flints of green in them. Many would call her a man-killer and that's what she was, like a moth drawn to the flame.

Max continued into her room and seating himself on the couch behind her. She turned in her chair to look at him. Her mascara was running and her hair was a mess, with only one curler in it. She sniffled a few times before talking to Maxwell.

"Hi, Mr. Sheffield. I guess your here because you heard I was looking into the option of quitting."

"Yes Beth, that's why I'm here, why don't you tell me what's bothering you and we'll fix it?" Max had gone into his kind, deal with the upset starlet, tone of voice and attitude; but he really did want to make this beautiful woman feel better. Being near her made him forget about Miss Fine and all of the problems with this whole production. He didn't know why he was so attracted to her or even why he was giving into his feelings so, but he wasn't one to argue after the kind the kind of day he'd been having.

"I'm 33 Mr. Sheffield and no one ever takes me seriously; sure I have a lot of money, but that's just from my father. I can't hold a steady relationship to save my life, and my dog just died!" Beth broke out in sobs that were so dramatically fake that any woman for a thousand miles could have said she was a faker, but Maxwell instantly felt very sympathetic toward this woman.

"I don't know what I can do to fix any of that. I can't very well bring your dog back and I don't think I could make you any younger; not that you need to be or anything. And as for your relationship aspect of the conversation, I don't think I could help too much; but would you let me take you out to lunch after we rehearse the next scene?" Max smiled teasingly at her.

"Oh, Mr. Sheffield, thank you for making me feel better. I would love to come back to work for you and join you for lunch." Beth smiled broadly and jumped out of her chair becoming instantly happy. Too happy. Max had stood up to meet her embrace and then they stepped back and Max said one more thing before he left her to get ready.

"Call me Max. I'll see you out on stage."

******************************************

"Gracie honey, put that red ornament in the other side of the tree near the stairs because we seem to be neglecting that area." Fran smiled to Gracie as Grace tried to decide precisely where she wanted the ornament to go.

"Fran what do you think of this?" Maggie came out of the kitchen carrying a mug of hot cider. Fran reached up to take it from Maggie and took a long sip, then licked her lips and addressed Maggie.

"Oh Mags this cider is so great! Did you make it?"

"Yea sorda, I went with Niles to the store this morning and got it."

"That's my girl." Fran took another sip of the hot cider before setting it on the table to go over and put on tinsel with Grace.

It had been a pretty good morning. Brighton had left at about noon to go ice skating at the mall with some friends, but everyone knew he was going for the girls, then to spend the night with Matt. Niles had been in the kitchen most of the day making ham for dinner with Maggie sitting right there watching the entire time. Maggie's new hobby was cooking, so who better to learn from than the ultimate cook. And all day long Fran and Grace had been decorating the huge Christmas tree that Niles had brought home last night.

It was getting close to six O'clock and Gracie was about done decorating the tree and the living room. Fran agreed instantly, who had never been a real big fan of decorating Christmas trees because the sap always made her all sticky.

"So what do you want to do now Fran?" Gracie asked while putting away the left over decorations.

"Hum... OHH! Let's watch 'It's a Wonderful Life'!!!" Fran hadn't watched it since they'd bought it for her for her birthday and she'd been dying to watch it ever since.

"No Fran!" Grace started to complain but then Fran put on a pouty face and Gracie folded under the pressure. "Fine, go get it while I go and make some popcorn."

Fran and grace went about setting up for the movie and met at the couch about 15 minutes later, both in their P.J's and ready to watch the movie. Of course, about 30 minutes into the movie Gracie fell asleep, but Fran stayed awake and watched the movie as if it were her first time to ever see it.

At nine O'clock the movie was over and Gracie was talking in her sleep and snoring in between her ramblings. Fran helped her to get up and took her upstairs to bed. Fran then went back downstairs to clean up the living room and to see what kind of job she would have to clean up. Even though Niles was the butler and technically it was his job to clean up the house; Fran still felt responsible to pick up the mess she made.

The living room was completely dark except for the faint light coming from the credits of the movie and the light from under the kitchen door. Fran walked over to the Christmas tree and knelt down near the base. She pushed aside the few presents that were already under there to look for the plug to plug in the Christmas lights. Finally locating the plug she pushed the prongs into the socket and crawled out from under the branches to admire their work. Fran scooted back as to get a good look at the entire tree, finally finding the good spot she crossed her legs and sat admiring the work that she and Gracie had done.

It was spectacular. The lights twinkled as they bounced off of the antique ornaments. The small trinkets from over the years hung about the braches. Such as: Maggie’s kindergarten picture framed by a snowflake that Maggie herself had colored, Gracie's clay angel she had made in art, a picture of all three of the Sheffield children sitting with Santa, and a picture of Fran with Brighton playing in the snow. As Fran sat and looked at the huge tree in all its glory, she began to feel soft tears roll down her cheeks. This family was so amazing; she'd always hoped that someday she could be apart of it. But the truth of the matter was, she already was a part of this family. Fran had always been looking for a piece of paper that said she was, or for Mr. Sheffield to make her an OFFICIAL part of the family. And all of a sudden that didn't matter anymore, she loved this family with heart and soul and nothing would ever change that and they loved her too. She smiled up and the big evergreen tree and laid on her back so she was able to see the angel atop the tree. The angel was magnificent. Her halo was silver and gold and sparkled like dew on a flower. And her dress was white and it flowed over the top of the tree like a waterfall.

As Fran lied on the ground she felt as if everything was right with the world. It was Christmas and she was to spend it with the people she loved. At this very moment in time she felt completely content. And in this state of mind and tranquility she fell into such a peaceful sleep, right next to the Christmas tree.

********************

Niles sat up in bed drenched in perspiration and his mind frantically went over the dream in his head. Babcock came to live here forever. Even as he was awake he took a sharp breath in re-living the horrific events. He wiped a hand across his forehead and turned to look at his clock on his nightstand, 3:32. Niles grunted as he threw back the covers on his bed, he had decided that he needed to get a drink to try and fall back asleep. He stumbled through his door and down the hallway past Miss Fine’s room and her empty bed. Empty Bed? Niles stopped in front of Miss Fine's door and peeked his head in. Her bed was still neatly made and her night light had not been turned on. Did she have a date tonight? Last I saw her she was on the couch with Gracie. Niles thought to himself and decided not to worry... yet. He resolved to look around for her before he jumped to any conclusions.

Niles changed his course and decided to go down the front staircase. Might as well walk through the living room and see if she's there before I make my way to the kitchen. Niles walked down the first few steps and couldn't see anything in the darkness below him that was the living room. He could see the Christmas tree lights on and some dark shape close by, and the TV. was still on and it was just gray fuzz. The last step creaked slightly as he stepped on it, then his foot met to cold hardwood floor, then the other foot. He scanned the living room visually the best he could in such poor light. After he was satisfied that he couldn't see her he looked down to see if anything was going to block him as he continued his mission to get a glass of water. There was that black shape again, but this time because he was closer he could discern that it was indeed Miss Fine. He smiled into the darkness thinking of how she fell asleep looking at the Christmas tree lights. He leaned down close to her and tried to wake her up. After a few minutes of unsuccessful trying her gently lifted her from the floor and turned to carry her back up to her room. Thank god he had been working out, but she was still so light. Niles shifted her in his arms until he was sure that they were both comfortable with this means of transportation, but before Niles had taken one step the front door burst open.

Max had his back faced to Niles and Miss Fine's limp little body, but Niles had a pretty good view of Miss Beth Wilder. Beth had her arms wrapped around his neck and was kissing his entire face. Max also had his arms wrapped around her waist and was now pressed up against the closet door. The door had been left open and small little gusts of snow blew about Beth and Max's feet. They still were totally oblivious to Niles and Miss Fine.

"Max I'm cold; take me upstairs to warm me up." Beth audibly spoke into Max's ear as she nibbled on it.

"Beth..." Maxwell couldn't even finish his sentence because his whole body and mind were in overdrive. Beth continued to run her perfectly polished fingers through his hair and bite at his jaw line. Finally Niles had seen enough when she began to try and wrap her legs around Max's middle. Niles cleared his throat very loudly.

Everything stopped. Max pushed Beth away instantly and Beth began to look around to see who the intruder was a Max kept her at arms length.

"Who is that?" Beth said, her voice dripping with malice as she pointed a finger to the man standing near the Christmas tree and the woman he was holding.

Max cleared his throat and spoke. "That would be my butler and my nanny, for my children. Niles, this is Beth and Beth this is my butler Niles." Max pointed from Niles to Beth and back again.

"Very nice to meet you Miss...." Niles said now getting tired from holding Miss Fine.

"Wilder. Pleasure to meet you too." She crossed her arms across her chest and snorted.

"And that person that Niles is holding is my nanny, Miss Fine." Max looked from Beth to Miss Fine. "Niles what is wrong with Miss Fine this evening?" Max said it in a very calm business voice. He wanted to give the impression to Beth that he was not concerned for his nanny.

"Oh nothing sir, she just fell asleep obviously trying to clean up the living room before you came home with your slut... forgive me sir I meant date." Niles shifted his and Miss Fine's weight to his other leg hoping he could put her down soon.

Max glared at Niles in the semi-darkness before speaking. "So then where are you taking her?"

"To her bedroom so that when she wakes up in the morning she won't have this aching pain from falling asleep on a candy cane or something." Niles replied back also in a business voice, stressing the English accent.

An awkward silence filled the space between the four people. Beth was beginning to get annoyed with this whole arrangement and began to tap her foot on the hard wood floor in front of the door. Max was hoping that Niles would leave so he could kindly escort Beth out and promise to make it up to her. And Niles didn't want to leave now but wanted to stay and make sure that woman left. The 3 awake people stared at each other through the dim lighted area.

"Niles." Fran moved slightly in Niles' arms as she spoke his name in a whisper. All 3 pairs of eyes focused on Miss Fine now.

"Yes Miss Fine I've got you, I'm going to take you up to bed now. Go back to sleep." Niles said back to the woman in his arms.

"No, you don't.... understand. I think I'm.... going to be sick." Fran still had her eyes closed and she was moaning slightly.

"Oh dear. O.K. Miss Fine what kind of sick? Do you need to just lie down or are you going to vomit?" Niles held her closer not wanting to drop her now.

"I don't know what's wrong. I'm going to vomit." Fran opened her eyes and began to get out of his embrace.

"No, I'll take you." Niles held her closer to him.

"O.K. just hurry please." Fran closed her eyes and let her head lean against his chest.

"O.K. Good night Miss Wilder." Niles then turned to take Miss Fine into the bath room.

Fran opened her eyes to see Mr. Sheffield standing with a blond woman on the steps. She didn't get a good look though because in a matter of seconds Niles had her in the bathroom.

Niles sat Fran down next to the toilet and she promptly threw up everything she'd eaten that day. Niles got a cold washcloth and dabbed her head and wiped her neck and mouth off. After throwing up a few times Niles helped her to stand up so she could brush her teeth. Fran quickly brushed her teeth and then sat on the edge of the tub quickly as to keep from falling over. Niles knelt in front of her and spoke softly.

"Feel any better?" Fran nodded slightly. "O.K. well I am going to go get some ginger ale and some crackers and put them up in your room. I'll be right back for you. Will you be O.K.?" Fran nodded again and took a long deep breath, and then Niles kissed her on the forehead and got up to leave. Fran put her head in her hands which she rested on her knees. Her whole body felt hot but at the same time cold. She saw Niles kneel down in front of her again. She looked up as best she could and saw Mr. Sheffield sitting in front of her smiling at her.

"Mr. Sheffield, I don't want you to get sick. Go on leave." Fran whispered as she closed her eyes from exhaustion.

"Niles can get sick but I can't?" Max joked with her. "No Miss fine I'm going to take you up to your room and then we'll call a doctor."

"Mr. Shef..." Fran took a couple of deep breaths in and out and put one hand on the side of the tub to keep her steady.

"Miss Fine? Fran look at me... are you allright?" Max put a hand on her sides of her hips to help her hold herself up.

"I'm fine really. Just go to bed you have an appointment at 7:30... I'm going to throw up again." Fran said as she lowered herself from the tub over to the toilet. Max helped support her and was sure to be careful not to jostle her too much. Fran threw up two more times and Max was there to help her. Max had only done this once for Gracie about a year ago while Miss Fine was out, but he knew that he just being there was helping Miss Fine. Fran had just finished brushing her teeth for the second time when she spoke to Max again.

"I'm so sorry about this morning, I don't know what made me say those things to you. I had no right, she was your wife and she was taken away from you and you had every right to grieve in your own way." Fran sighed and sat on the toilet to get off her shaky legs.

"No, I am the one that is sorry. I can't believe that I was so rude to you, I already would be sad if you left my life. I was upset at te mere fact that you were right as always." Max smiled and put the washcloth to her face again.

"Look at us, we are arguing about who is more sorry." Fran chuckled as best she could. "But, I still think for the best intrest of everyone, that we should stay on the friends path." Fran knew that their paths couldn't work at this point in time and decided to just keep it friendly.

Max was dissapointed. After he had escorted Beth out and went to help Miss Fine, he had held her in his arms and her small little body shook and he was there to protect her. He wanted to always be there to protect her. But, he went along with what she wanted and agreed on only friends. Max at first was hesitant about making a second date with Beth, but now was rather glad because he was going to start exploring options, knowing now that they were over. Over the next few minutes Max could literally see her getting weaker right in front of him, and then Niles walked in.
"Oh good thing you were here to help, Mr. Sheffield she couldn't do it by herself." Niles went over to Miss Fine to take her temperature.

"Yes I could." Miss Fine argued as Niles put the thermometer in her mouth.

"101.3. You have a very high fever Miss Fine." Niles said while rinsing the thermometer under the sink water to clean it.

"Should we call a doctor?" Max suggested while beginning to pick up the limp Miss Fine.

"Yes, in the morning whenever they make house calls." Niles grabbed a couple of washcloths and towels and followed Mr. Sheffield up the stairs.

*********************************

All three adults made it up the stairs and to Miss Fine's room. Niles pulled back the covers and Max set Fran down in the bed. She was already asleep and both men sat and stared at Miss Fine.

"What happened to Miss Wilder, sir?" Niles asked not taking his eyes off of Fran.

"I asked her to leave after seeing that Miss Fine was so ill."

"Well, she wasn't for you anyways." Niles looked at Max as he spoke.

"I decided to see her tomorrow." Max too turned to look at Niles.

"What, sir?"

"I'm seeing her again tomorrow night. We had a great time this evening and I'd like to do it again tomorrow."

"But sir, what about our sick little duck here?" Niles motioned toward the feverish Miss Fine who was starting to moan in her sleep from discomfort.

"Miss Fine is a grown woman and can take care of herself." Maxwell didn't know why he had said that but he knew he didn't mean it. He really did want to be there and comfort her, but they made it very clear that they were simply friends. And Fran had said that she'd hoped that he would find someone that made him as happy as Sara had. Who knows, maybe Beth was the one; he'd never know if he didn't try. "I'll call the doctor first thing in the morning but then I have a 7:30 appointment and I must be there. Miss Fine will be fine. Tell me if there is any change in her tonight. You are going to stay with her arn't you?"

"Yes sir. I wouldn't want her to wake up and need help and no one there for her." Niles dug at Mr. Sheffield. Max ignored it and bid Niles goodnight before turning into his room.

**************

Niles cringed as he dropped two medicine bottles onto the floor. He was in Mr. Sheffield's bathroom looking for anything and evrything that would releive Miss Fine of her pain. Fran had woken up not 30 minutes after Mr. Sheffield had left and had been on and off throwing up for the hour and a half since that time. Niles was exhausted, and Fran had repeatedly told him to leave her alone and get some sleep, but then fell onto the floor. Niles knocked of a glass of water that Mr. Sheffield had obviously left there earlier. It hit the tile floor and shattered into a gazillion pieces with a loud smash.

"Niles what the bloody hell are you doing in there?" Max tripped out of his bed to get into his bathroom to tell his noisy butler to shut-up.

"I'm sorry Mr. Sheffield I dropped a glass, just go back to bed I'll clean it up." Niles knelt down near the shards of glass and began to collect the larger pieces first.

"What were you doing in here in the first place?" Maxwell scratched his head and leaned aginst the door frame as he yawned his previous sentence.

"It's Miss Fine sir, she's terribly ill. I don't know what to do she can't sleep and she is throwing up everything I give to her, and even when I'm not forcing liquids into her she throws up. She keeps begging me to leave and I tried to once and she fell to the floor trying to stand up. That woman is so stubborn sometimes. Oh, speaking of her could you go sit with her while I pick all of this up?"

"Okay. Just hurry I have an early day tomorrow." Maxwell turned and grabbed his robe on the way out his door to her room. Max walked into her room to find her on her side curled up in a little ball on her bed. He sat down next to her and could feel the heat radiating off of her body. Her hands were wrapped around her knees and they were shaking slightly.

"Miss Fine?" Max whispered to her so if she was finally asleep he would not wake her.

"Niles, thank you so much for helping me tonight I promise I'll repay the favor." Fran had said it all with her eyes closed and in a very quiet but stressed voice. Her breathing was labored and her beautiful hair stuck to the sweat and heat of her neck and forehead.

"No, it's me Mr.Sheffield." Maxwell said while brushing away some hair from her face.

Fran nodded slightly. "You fooled me with the British accent thing you have. I heard what you said earlier about me being grown woman and everything, I agree. I'm being such a baby, I really should make Niles leave. But it won't stop hurting Mr. Sheffield, I've never felt this before..." She took a sharp breath in and drew her legs closer to her chest. "You can go, actually it would probably help; I need to just ride this out."

"You heard that earlier? So you heard about Beth?" Max was now a little uncomfortable.

"Yes, and I am very happy that you have found someone that makes you happy so you can be happy together and be happy." Fran was starting to ramble on and repeat words and phrases.

"Thank you Miss Fine, and you're not being a baby. This is a terrible bug that we are going to help you get rid of." Max smiled at her reassuringly.He realized that even though he had been on a roller coaster of how to treat Miss fine now, he'd realized that all she'd needed was a friend. He had earlier not known whether to be mad or friendly and often had switched between them. But, he was just going to comfort her now, that's what she needed.

"Fran."

Fran opened her eyes up at Max who was still looking back at her with that smile on his face.

"Didn't you hear that?" She said stuggling to sit up.

"I didn't hear anything Miss Fine just lie back." He put his hands on her shoulders to push her back down gently.

"No! There was something someone said my name." Fran tried febelly to try and fight back.

"Miss F..." Max was cut off by a yell.

"FRAN!!!!!!!!!" There it was again. It was one of the girls. Maxwell instantly jumped off of the bed and ran into the hallway where he nearly collided with Niles.

"Did you hear that? Was it Grace or Margret?" Max asked Niles hurriedly.

"FRAN!! DADDY!!!! NILES!!!! SOMEBODY!!!!!" The scream came from down the hallway.

"Grace." Both men said it at exactly the same time and tore off to the youngest childs bedroom.

Max was the first one in to see his youngest daughter curled up on her side into a ball. Grace had thrown up on the floor next to her bed and was bright red and hot. Max rushed over to his daughters side and felt her forehead, it was so hot to the touch.

"Daddy it hurts, my tummy hurts really bad and I threw up." Grace said between her moans.

"It's okay sweetheart we're here now." Max turned to look at his friend and butler. "What should we do Niles? It looks exactly like what Miss Fine has." Max was now starting to get worried.

"Daddy where's Fran? I need Fran she always makes me feel better; where is she?" Grace rocked her body slightly to take her mind from the pain.

"Grace, sweetheart, Miss Fine has the same thing that you do. She is very sick as well." Max rubbed his little girls head before addressing Niles again. "Well? What should we do now? We have two very sick women..."

"Make that three!" Maggie ran past Gracie's door to the bathroom where she slammed the door and began to audibly throw up. Maxwell plunged his head into his hands and moaned.

"Sir, I am going to go check on Miss Margret, just make Miss Grace as comfortable as possible." Niles then briskly walked out the door to the bathroom to help Maggie.

Max turned to look at his darling, but sick, daughter. "Is there anything you could think of that would make you feel better until we can call the doctor in the morning?"

Gracie closed her eyes as a wave of nausea hit her and thought about if there was anything that would make her feel better. " Can I please go lay with Fran? We both have the same thing we can't get any sicker." Grace opened her eyes and begged her father.

"That would make it easier, then we could take care of both of you at the same time. Yes, I suppose that would be fine. Let me go and ask her just to make sure. Will you be okay for just a few seconds?"

"Yes. Hurry."

Maxwell stood up and walked across the hall to Miss Fine's room. Fran was still laying on her side and was groaning and breathing heavily through her mouth. She heard Max walk in and her eyes shot open.

"Is she okay, is my baby okay?" Fran coughed loudly and supressed nausea.

"Grace has the same thing you have."

"Damn. I didn't want anyone to catch this."

"She is begging me to let her come in and lie with you. She says you always make her feel better, I told her I had to ask your permission first." Max didn't have to wait long for her reply.

"Yes! Oh please bring her in Mr. Sheffield it would make me feel better too knowing she was close to me."

Maxwell simply stared at her. Fran had such a heart of gold; even now as she felt she were dying because of pain she wanted to comfort and take care of his daughter. Max nodded and went to get Gracie. He walked out into the hallway to find Niles on his way back to Gracie's room. Max stopped him so they could talk about their course of action.

"How is Maggie?" Max asked Niles.

"She's okay but just as bad as Miss Fine and Grace. How is Miss Grace?"

"Good. I'm moving her into Miss Fine's room, that's what she and Miss Fine want to do. And it would be easier to care for them both in the same place."

"You have a very valid point sir. What about Miss Margret? Should we put her in there too?"

Max stopped and thought for a moment. "No there's not enough room in Miss Fine's bed to accomodate three sick girls, maybe two but not three. Oh, we could move them into my bed, there's plently of room there."

"What happened to the whole I have to get up in the morning thing?"

"Well, the cards have changed slightly haven't they Niles?"

"Okay I'll carry Miss Grace into your room if you get Miss Fine. Miss Margret is still in the early stage of the sickness and can still walk, I'll help her into your bed after Miss Grace. How does that sound?"

"Sounds like a plan to me. I'll meet you in my bedroom."

Both men went off in opposite directions to get their passengers and take them to hopefully, their final destination. Niles went off into Gracies room and found her still curled up and crying slightly.

"Hi Niles. Are you going to take me into Fran's room?"

"No, change of plans Miss Grace. You, Miss Fine, and Margret are going to all sleep in your fathers bed."

"Okay." Gracie was too tired to argue and she just wanted to be with Fran it didn't matter where. Niles leaned over and lifted her off of the bed and down the hall into Mr. Sheffield's room. The bed was still empty so Niles placed her in the middle and covered her up and gave her a cold washcloth and told her he'd be right back. Now it was on to help Maggie.

Max on the other and was having some difficulties, he had told Fran the plan and the second he went to pick her up she started to throw up. He rushed he to the bathroom and was now sitting behind her holding her hair as she vomited.

"Shhhhh.... it's okay Miss Fine don't worry I'm here." Max cooed to Fran.

"You should be taking care of Maggie and Gracie." Fran sat back and let her body weight lean against Maxwell's chest. He wrapped his arms around her and rocked her gently.

"It's okay, Niles has got them. Just take some deep breaths your going to be okay. It's almost 6 a.m. and we can call the doctor to come at 8."

"Okay." Fran took some deep breaths and closed her eyes and felt Max's chest move up and down on her back. "I'm ready to go now."

"Okay." Max lifted her body off of the floor and carried her into his room where his two sick daughters waited for her. When they saw him coming in they made a space between them for Fran to lay. Max laid her down between his two girls and Fran hugged them both and began to apologize.

"I'm sorry you caught what I have. It'll be okay." Fran held both of her girls close to her. After only a few minutes the three of them fell asleep as comfortably as they could in their condition. Niles and Max sat of the sofa in front of the fire and had a glass of water and also soon fell asleep.

***********************

Everyone woke up promptly at eight as Maggie began to throw up in the bucket beside the bed. Fran did her best to comfort her until Niles and Max could assist. Gracie's color was returning but she still too vomited, Maggie lookd just as bad as she did the night before, and Fran looked as if death itself had visited her in their two hours of sleep. Niles sat with the three girls while Max rushed downstairs to make a phone call to the doctor.

About 5 minutes later he returned and told them all that the doctor would be there in 30 minutes. They all waited and only one trip to the bathroom later the doctor arrived. Niles went down to answer the door and showed Dr. Kins up to Mr. Sheffield's room.

"Ah, it looks like we have a bunch of sick girls here." The doctor set down his bag next to the bed.

"Tell us something we don't know." Fran said with her eyes still closed.

"Sorry, just trying to lighten the mood." Dr. Kins pulled out his stethoscope and with the help of Maxwell sat Grace up to listen to her breathing. They did the same with Fran and then Maggie, then started over and the doctor ran many tests.

"Well, it seems that all of these women are suffering from food poisoning." The Doctor said aloud as he looked from Max to Niles.

"That can't be... yes it can Maggie cooked last night and myself and Mr. Sheffield didn't eat it." Niles said realizing what had gone wrong.

"What so I poisoned everyone?" Maggie asked.

"No sweetheart it was an accident." Maxwell reassured his oldest daughter. "So what do we do now doctor? Just ride it out?" Max directed his attention to the doctor now.

"Yes, you all are doing exactly what you should except for her." The Doctor pointed a finger directly at Fran who was shaking slightly.

"Miss Fine?" Maxwell asked.

"Yes, she needs to got to the hospital as soon as possible. She needs fluids right now, and not the kind you can give her because she can't keep those down. It is very possible that she could remain like this for weeks if not treated or worse case scenario: death. You need to take her right now." The Doctor looked over to Fran who hadn't said a word through all of this. All she did was nod.

Maxwell and Niles escorted the doctor out and immediatly began to get Fran ready for going to the hospital. They didn't waste a moment to make the arrangements; Niles would stay at home with the girls and Max would take Fran to the hospital and stay with her there.

Max picked her off of the bed and carried her into her bedroom so he and Niles could help her dress. Max set her down of the bed and it was as if she had absolutly no motor skills. Her eyes were closed and she couldn't support her self anymore and she didn't speak either. Max and Niles began to get her dressed when they heard Gracie throwing up again, so Niles left to take care of them while Max continued to undress her.

He pulled her nightgown over her head which left her in just her bra and underwear. He had her sitting up with her feet over the edge, and she opened her eyes slowly to look at him.

"What's happening?" Fran whispered almost inaudibly.

"We are taking you to the hospital and I'm getting you dressed hold on, I'm going to put your sweat pants on."

"Maxwell..." Fran fainted.

******************

"Miss fine? Miss fine wake up. Your at General Hospital, and I'm your nurse Mary. Can you hear me Miss Fine?"

The pain was still there, but it was a lot less, and she didn't feel so light headed anymore. She let her eyes remain closed as she struggled to remember what had happened. She rememebered the doctor coming and then.... what had happened after that? She moved her head slightly and slowly opened her eyes.

"There you are Ms. Sleepy Head." The nurse said after she'd opened her eyes. Fran already didn't like this nurse she was too bubbly, and way to happy.

"What happened?" Fran asked through a sandpaper throat.

"You slipped into unconciousness because of lack of fluids. Hi, I'm Dr. Hennington." A man walked into her room and walked over to her bed. "You are going to be allright, you just had a severe case of food poisoning. Your husband is waiting outside should I tell him to come in?"

"Yes." Fran was still waking up and was just taking in all of her surroundings. After a few notes on his chart he said goodbye and walked out into the hallway to retrieve Max. The nurse followed him out and told her she'd bring her lunch in later.

Max came in immediatly after the doctor and nurse had left. He walked straight over to her bed and took her hand in his own then kissed the back of it gently.

"What was that for?" Fran asked slightly smiling.

"For you being okay. Miss fine you've been out of conciousness for well over 5 hours. The doctors were considering pumping your stomach for the food that wasn't allowing you to keep food or water down. I was really worried." Max answered her while still holding her hand close to his face.

"Thank you for staying here with me, but you should go home and take care of Maggie and Gracie, they need you more than I do."

"I just called Niles and Maggie is feeling almost back to normal and Grace is much better too and their both sleeping peacefully in my bed." Max smiled down at her reassuringly.

"Good, I'm glad their okay. I wish I was there so I could hold them, especially Grace she was in so much pain."

"They are going to be fine. We now just have to focus on your quick recovery."

"When did the doctors say that I could come home?"

"Tomorrow morning at noon. Probably going to seem like a long time since you really have nothing to do huh?" Max tried to make her smile a little, she still seemed to be in pain and he wanted to make her feel better.

"Well, all the good soaps are on. I could catch up with the Young and the Restless. Oh, what about your meeting this morning? Did you miss it? I'm sorry." Fran smiled.

"Fran... since your not going anywhere I think this would be a good time for us to talk." Max turned serious and Fran knew that he was using his serious voice.

"Okay Mr. Sheffield, what would you like to talk about?" Fran was so nervous. In his eyes she read that he was struggling with something and she was very affraid of what it was going to be. Was he going to ask her to move out because he had moved on with Beth? She was very uncertain of where exactly this conversation was going.

"I'm sorry for everything. For forgetting your Birthday and standing you up and yelling at you about Sara and about not being home to decorate the Christmas tree and about being so bloody selfish and putting work before you and..." Max had forgotten was else he was sorry about. He looked down at Fran who was simply starring up at him from her lying position in the hospital bed. He looked up at the I.V. bag above Fran's head and watched as the liquid slowly dripped into the dropper and then into the tube that connected the Fran's arm. He looked at her straight in the eyes to see if he could predict what she was thinking or her reaction to him rambling.

"And..." He tried again to see if he could remember anything that he'd wanted to say.

"It dosn't matter Mr. Sheffield, I forgave you for all of that already. Don't worry about it anymore, if that's what's been troubling you so much." Fran squeezed his hand a little for emphasis.

"No, it's not okay. You don't deserve to be treated that way, you deserve so much more than I can give now. I can't offer you what I think is suitable for your needs. I'll always be a little insecure and I'll always be a little sad about Sara. What if I can't give you the amount of love you deserve?"

"Do you love me Maxwell Sheffield?" Fran cut him off with a very to the point question. She was looking him dead in the eyes and was very serious about the answer that he was going to give her.

Max was silent for a whole thirty seconds just starring at her. Of course he loved her, he had fought it off and tried to take alternate routes but all of the roads he'd ever taken had led him straight back here to this woman and this face. Why try to fight what was bound to happen? Maybe for once just trust her and tell her how he really felt. But, what if this step would launch them into a relationship that he was not ready for? What if...

"Yes, I love you." Max had said it. Those three words that had been a barrier for him since the day he had met her. He now expected her to throw her arms around her neck and cry 'I love you too Max.' But she didn't, she remained starring at him with the same look of utmost seriousness on her face.

"Do you love me enough to always tell me the truth and to trust me in return?" Fran asked.

"Yes, Fran."

"Do you love me enough to support me in new things that I want to try and encourage me when I am having trouble succeeding?"

"Yes."

"Do you love me enough that I would be the only woman you love?"

"Of course."

"Then, Mr. Sheffield, you love me more than enough." Fran ended and broke the lock that their eyes had had on each other and looked to their hands still holding each other.

Max had not been sure where this game of twenty questions was going but now he understood and breathed a sigh of relief. She had basically told him that what he was already giving her was more than enough.
"I love you." He leaned over and kissed her on the lips. He leaned back and looked at her, she was crying silent tears.
"What's wrong Fran?"

"No one has ever loved me like that. I didn't really think you'd answer all of those with yes." She kinda laughed as se said the last part and then she sat up and hugged him. They held onto each other for a very long time before Max said, "Can we try again? Maybe go out sometime? Unless of course you’re already seeing someone." He smiled.

"Well, there is someone..." Fran coughed. "And could that certain someone please find me a glass of water?"

"Yes." Max reached for a glass of water sitting on the table next to Fran's hospital bed and she drank it slowly. She sighed as she handed the glass back to Max and laid her head back on the bed.

"I love you too Maxwell." Fran repeated her last sentence before quietly stopping to look at her love.

They must have looked at each other for a whole 5 minutes in simple silence. Out side of the hospital the soft sound of wind carrying snow drifted around the trees and danced within the busy streets. The cold outside made the window fog at the edges and a small clear window in the center to be able to see the city and all of the people wrapped up in coats and scarves. If one of those busy, bustling people would have stopped and looked inside the small fogged window they would have seen two people so in love that words simply failed them. Two people that had fought the inevitable for so long and since they had stopped resisting they had found within their current situation a very loving partner. A very handsome Broadway producer who at one time thought all was lost with the death of his beautiful wife, Sara. A young brunette with a heart of gold who had re-lit the lives of one Park Avenue family. And a couple who were brought together by fate and not to be able to be torn apart by anything. That is what that common passer-by would see in that small hospital window.

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