Rating: PG-13 for language and some sexual situations.
Author's Notes: This is the sequel to "She's Always a Woman". Firstly, I appreciate all of you who take time out to read my fan fic. I hope I make it worth your time. Secondly, I would like to extend a warm and sincere thank you to all those that emailed me with your comments! I hope this story and those to come will always be up to your standards! If you keep writin’, I’ll keep typin’!
Lyrics to "With or Without You" are accredited to U2. No copyright infringement intended.

With or Without You

by

Aasha
(nilesandcc@hotmail.com)

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*

"Niles, why won't Mr. Sheffield just admit that he loves me? Why is it so hard for him to say, 'I love you, Miss Fine'?" Fran's unique voice filled the kitchen from the table she was sitting at with her best friend, Val. Niles was busying himself with making lunch for the two of them.

"Miss Fine, you should know by now that Mr. Sheffield is no genius in the emotional department. If you truly love him, you'll need to take matters into your own hands. But if you wait on him to make a move, you'll be too damn old to know what to do about it!" The handsome forty-something butler snapped, never looking up from the food he was preparing.

Fran was shocked at Niles's sharp comment and somewhat taken aback. Val's eyes became as big as quarters upon hearing him talk to his best friend like that. Miss Fine got up from the table and went to the refrigerator.

"Well! I was going to ask you for a soda, but I'd rather keep my head!"

Niles brought two plates of sandwiches to the ladies. Fran sat back down and handed a Diet Pepsi to Val.

"I'm sorry, Miss Fine, I didn't mean to snap at you. I've just had a lot weighing on my mind lately."

Fran was instantly sympathetic. "Oh, Niles. Come on, sit down and tell me about it. Talking about it always makes me feel better." As he sat in the chair next to her, she looked up at him with a warm smile.

"I really don't feel like discussing it right now."

She patted Niles's hand and reassured him. "It's ok, I understand. I remember when Danny broke up with me..."

Val broke in, "Oh my God, it was awful! She cried and cried and cried..."

"And ate a lot of coffeecake," Fran interjected. "I think I cleaned out several bakeries for about two weeks there... But besides the coffeecake, I think the only other thing that helped me through was having Ma and Val there to talk to." She smiled at Val and patted her hand. "Just remember, no matter what, Niles, I'm here for you."

Faintly, he smiled. "Thank you, Miss Fine. You don't know how much that means to me. I don't know how I'll ever repay your generosity."

"Weeeeeeeeeeell... There is something you could do to show your gratitude..." Fran batted her eyelashes and gave the butler a teeth baring grin.

"Let me guess. You want the cheesecake and a fork?"

"Nah, just give me a piece."

Niles was shocked. Since when did he know a Fine to eat just one piece? "Just a piece?? How many years have I known you? Usually a piece is all that's left when you and your mother are on a feeding frenzy."

Fran looked insulted. "Well, Mister, I'll just have you know that I started a diet today."

With a look of disbelief, he asked, "Your mother coming over?"

"Yep. She found out you made cheesecake and she threatened my life if I didn't save it for her. After Val ate the last one, it took Brighton three hours to pry the butter knife out of her hand after she threatened to kill me for not saving it for her."

Niles went to the refrigerator and retrieved the cheesecake. Carrying it back toward the table, instead of sitting it down, he moved it seductively back and forth slowly under Fran's nose. Her eyes followed the cheesecake's every move. Val also eyed the luscious looking dessert hungrily. Niles could swear he saw drool drip from the corners of their mouths.

"You know, Fran, we can always tell your mother that the cheesecake disappeared."

With a look of incredulity, Fran stared at her friend. "Oh, yeah, Val," she stated sarcastically, "I'll tell her the last time I saw it, it was on it's way out the door."

"So, what's the problem?" Val shrugged her shoulders. "Wouldn't she believe it?"

Fran just shook her head. How many times had Val been dropped on her head? "The problem is she'd wonder why I didn't catch it and put it back in the fridge!" she blared.

Niles piped in, "So, am I to take it that I should get out two plates and two forks for two pieces of cheesecake?"

Fran debated the issue in her head and finally gave in to temptation. "Ya know, Niles, just sit the damn thing down. All we'll be needing are two forks."

"But what about your mother?" Niles placed the cake and two forks in front of Fran and Val.

"Hey, she's the one that's suppose to be on a diet." After shoving a fork full of the delicious, creamy cheesecake into her mouth, she added, "I'll tell her the kids ate it."

"In that case, Miss Fine, I’ll put all knives and sharp objects away."

"Thanks, Niles. I mean, how can she expect me not to eat cheesecake when I’m going through a crisis! I’m on the verge of being an old maid!" Fran put down her fork and started wailing. "Why doesn’t Mr. Sheffield love me?! Or better yet, when is he going to tell me he loves me and not take it back?!" Turning to Val, she sobbed on her friend’s shoulder.

Niles, seeing his distressed friend, pulled up a chair beside the broken nanny. He could relate to her feelings of loneliness, unrequited love and frustration. Those emotions were the very same ones that were running through his head at the moment. "Miss Fine, I don’t know why Mr. Sheffield is so dense. If anyone deserves to be together, it’s you two."

Sniffing, Fran rose from Val’s shoulder and peered at him through her tears. "You really think so?"

"Yes!" he exclaimed. "It’s evident that you love him and I think that Mr. Sheffield loves you, too. He’s just not as forthcoming with his emotions. He is British, after all. He only shows affection to dogs and horses."

Sniff. "Well," sniff, sniff, "when do you think," sniff, "he will be forthcoming?" Sniff, sniff.

The butler couldn’t truthfully answer. He took a deep breath and in trying to lighten the mood, he asked, "Will you be around for another four years?"

"Oh, Niles! I can’t wait around that long! Do you know that Val and I will be the last in our high school graduating class to get married? I’m not getting any younger!"

Niles could sympathize. He was in his forties and had never walked down the aisle. Not that he didn’t want to, but there was decidedly only one woman for him and unfortunately, she hated him. Well, hate was such a weak word to describe how this particular woman felt about him.... Contempt or despise would be much more accurate.

"Miss Fine, if it makes you feel any better, I’m not married either and I’m several years older than you are."

Fran shook her head and wiped the tears from her eyes. "No, that doesn’t make me feel better, you poor thing! It makes me feel worse! I believe that everyone should have someone to love and have somebody love them back. I don’t see how anyone can go through life never knowing what it is to love another person. Everyone should experience marriage at least once."

"Didn’t you ever want to get married, Niles?" Val chimed in questioningly.

"Yeah, Niles, what did you want to do with your life when you were, say, twenty, twenty-one?"

Niles blushed a little, and for the first time since Fran had met him, he appeared a little shy.

"When I was at Oxford, I dreamed of becoming a barrister, moving to London and marrying a tall, beautiful blonde," he reminisced, laughing lightly. "Unfortunately, I never became a barrister, never moved to London and never found a tall, blonde." Just then, the kitchen door swung open. It was CC.

Fran leaned in toward Niles. "Hey, Niles I think we may have found a tall, blonde for ya," she whispered sarcastically. "But just remember, if you’re not satisfied, you didn’t specify man or woman..." She took a quick peek at Miss Babcock. "Or human for that matter..." Niles chuckled. If he knew Miss Fine wasn’t joking, he would be tempted to take her up on her offer. Or would he? He was so confused at the moment, he didn’t know whether he loved CC or hated her.

"Oh, excuse me. I see I’ve interrupted the idiot convention, " CC crowed happily as she made her way to the table where Fran, Val and Niles were sitting. Fran put her hands on her hips at the same time Niles rolled his eyes.

He retorted, "Well, we would’ve invited you to join us but we didn’t want to disturb the lonely, drunk and bitchy convention. Tell me, Miss Babcock, when did they combine all three conventions into one? After they met you and saw it was possible to be all three??"

CC scowled and replied, "Shove it, Comet breath. I’m thirsty, go get me an Evian."

"You’ve got legs! What do you think I am..."

"A cross between a very ugly pit bull and a chihuahua. Now before I have to get the muzzle out to shut your trap, go get me a water!"

Niles stood up and glared down at CC, "Are you sure you want water? After all, it killed your sister in ‘The Wizard of Oz’."

CC met his glare from her seat. "I didn’t know servants were suppose to give back talk."

"I didn’t know you were allowed to come out during the day. Tell me, did it hurt when you walked out into the sun this morning?"

CC rose from her chair and put her hands on her hips, "You old goat."

"Old Cow."

"Bleach whore."

"Mattress-back."

Giving up, she yelled, "Fine! I’ll get my own damn water! But don’t think you’re getting off easy Bell Boy, because you WILL pay!" CC stomped furiously to the refrigerator and got a bottled water then exited the kitchen.

"Oh please, the only thing easy in this house is you!" he shouted after her.

Meanwhile, Fran remarked to Val, "This is what they’re like when they’re getting along. Imagine if they hated each other."

Returning to the table, Niles said, "I think we’ve just come face to face with Mad Cow disease."

Fran slapped him on the shoulder and, in her trademark high-pitched laugh, cracked up with Val. They talked a little while longer about Mr. Sheffield, and then, after making the excuse that he had much work to do around the house, he pardoned himself from the table. Not that he was actually going to do any real work, he just wanted to be alone to sort out his thoughts. Going into the living room, he saw his feather duster sitting on the table beside the couch.

Hmmmm... I don’t remember leaving it there, he thought. Getting closer to the feather duster, he noticed that there was something all over the handle. He bent down to smell it.

"Ah-HA!" he said to himself as he pulled a handkerchief out of his pocket and wrapped it around the handle, "She’s slipping if she thought I’d fall for the old "rubber-cement-on-the-handle" trick again." Smiling, thinking that his arch enemy had failed miserably to get the better of him, he grabbed the handkerchief covered feather duster and expected to walk off. Of course, what he didn’t expect was that the cleaning tool was SuperGlued to the table, and when he tried to walk away, he ended up dragging the table along with him. Niles turned around just in time to see everything that had laid on the table go crashing to the floor. Picture frames shattered and candles broke, but the most important goal for CC was to infuriate Niles. And infuriate it did.

"Damn you, you beast!" he screamed angrily. As he bent over to pick up the cracked remains of the picture frames, his bitterness quickly changed to laughter as he thought of the wench who had played this admittedly good joke on him. How would he pass the day without her?

He cleaned up the mess and then went to the closet to fetch another feather duster. Luckily, he had several more to spare. It seemed that over the years, he’d lost a few here and there due to vicious practical jokes. He hid his stockpile in the cleaning closet, sure that CC would never find them. She didn’t know what cleaning was so surely she’d never go looking for cleaning supplies.

In the moments he had to himself dusting around the living room and hallway, his thoughts never strayed from CC. For the past two weeks, since the incident with Chandler, Niles had been acutely aware of CC’s presence in the townhouse. He’d been careful not to look at her often, because if he had, his looks would’ve turned into stares. Sometimes he wondered if CC even noticed him when they were in the same room together. He certainly noticed her. He noticed EVERYTHING about her; the way her hair naturally shined, the way her eyes lit up with malicious delight when they fought and he even took notice that when she was nervous, her tongue would unconsciously dart out of her mouth to moisten her lips, starting on the left side and slowly makes its way to the right. When she perched herself on the arm of the couch in the office, she looked like the marble statue of an angel that had sat in Mr. Sheffield’s father’s garden in England. Niles remembered it as being breathtakingly beautiful, with red roses growing around and entwining the angel’s feet. It was a sight to behold second only to Miss Babcock. Of course, Miss Babcock was no angel... "Well, maybe a Hell’s Angel", he said to himself, laughing softly.

He just couldn’t think of anything else. Lord knows he tried.

Damn this woman! She treats me like yesterday’s trash but I still can’t help myself. Of all women, why her?

So desperately he wanted to express his feelings to CC, but he was afraid of being rebuked or ridiculed. When was the last time they had a conversation in which one didn’t insult the other? He didn’t even know if he loved her or not. It could be nothing more than a mere fancy that he harbored for her. After all, seeing a svelte woman like Miss Babcock take down a 200 pound man and force him into giving her a theater for free was incredibly arousing. But was that love? How would he know if he loved her?

After dusting for awhile, Niles got bored and went to look for Miss Fine. If anyone could get his mind off CC, she could. The first place he thought to look was, inevitably, the kitchen. Before he even got to the kitchen door, he could hear Miss Fine’s voice, the voice that could carry all the way to Jersey.

Upon entering, he saw Val and Fran still sitting at the table, this time eating ice cream out of the carton. Walking over to the sink, he decided to do dishes while listening to the ladies’ conversation. When he thought that he’d finally put everything pertaining to a specific blonde into the far corners of his mind, in walked CC. Good Lord, the witch needs to work on her timing.

"Niles, I need coffee." she ordered and held out her mug for him to fill.

He poured coffee into her cup and responded, "You also need a sex change, but fortunately for me, I’m not supplying them today."

"You just need sex," she added and bowled over laughing.

For Niles, it wasn’t such a funny joke. If Miss Babcock knew what images of her frequented his daydreams, she wouldn’t be laughing. Niles tried so hard to keep those visions few and far in between because he couldn’t go around the house looking like he had a giant Sequoia growing out of his pants. It was hard enough to keep from thinking about them without CC teasing him.

"Hey, Amelia Bedelia, you’re spilling the coffee! Watch it! OW!!!!!" The coffee spilled onto the counter and dribbled onto CC’s hand. Niles sat down the coffee pot and grabbed a towel to clean up his second mess today. CC was shaking her hand violently to remove the hot drink.

"Niles, can you do anything except sit on your lazy ass?" Before he could respond CC had walked over to the kitchen table and started talking to Val and Nanny Fine. He tidied up the counter and was about to get started on the dishes until he saw Miss Babcock tucking a piece of hair behind her ear. Even the simplest movement was enough to mesmerize him. Oddly, it seemed as if she were moving in slow motion as one bright red fingernail disappeared behind her ear . The dishes were soon forgotten and Niles stood there, completely lost in his own reverie.

"Niles, are you listening to me?" demanded an angry CC.

"No, do I ever?" he covered himself, breaking out of his trance. She didn’t need to know he was thinking about her.

Niles slowly focused back on reality, seeing before him three women looking his way. Once she got his attention, CC went back to what she was saying.

"Anyways, Australia’s looking very nice, especially this time of the year. I’m sick of all this snow."

Fran and Val nodded in agreement, both ooing and ahing over the pictures of a beach in Australia CC was showing them. Niles moved to stand beside the ladies in their chairs. Taking one of the brochures that CC had laid on the table, he opened it and briefly skimmed it’s contents.

"Are you planning to go on a vacation?"

CC stared in disbelief at Niles. "You really haven’t been paying attention, have you Arm and Hammer?"

Niles was becoming cranky, "Once again, do I ever?"

"I was just asking a question, Niles. You don’t have to get grumpy about it. And, yes, I’m going to take a nice, long three week vacation. I plan to get as far away from you as possible. So, I was asking Nanny Fine and Val whether I should go to Australia or Italy."

Three weeks!!! Niles’s heart dropped to the pit of his stomach. No insults, no secret glimpses of her hard at work, no dirty tricks for three whole weeks! He couldn’t let CC leave the country and not tell her how he felt, but then again, he didn’t have enough guts to tell her while she was in the same room. If he were going to make his move, he needed to act fast. What if she met someone abroad and fell in love?

Nah, fat chance. No one could be that unlucky, Niles thought. But the idea still pervaded his mind.

"So, Babs, when are you leaving?" he inquired.

"Awwww... Why Niles? Are you going to miss me?"

Niles moved back to his spot behind the counter. Dryly he answered, "Not at all. I just wanted to call the airline and tell them that by allowing you on the plane, they’ve exceeded their weight limit."

"You need to ease up on those prunes, you’re being a little too serious. Tell me, what sponge crawled up your ass and died?" CC was slightly taken aback by the tone in Niles’s voice. He seemed to be genuinely mad.

"The same one that died up your ass the day you were born and has been there ever since."

Quickly, a furious CC gathered her brochures in her hand and stood to leave. She could tell that their harmless bantering had turned into something hateful and mean. Aggravated, she snapped, "I don’t have time to stand here and argue with you, Broomhilda. I’ve got a date to get ready for."

A date?? First a vacation and now a date?? Niles could feel CC slipping through his fingers. Well, who cares, let her go. It’s not like she could ever love him anyways. She’d always be a cantankerous, impossible, hostile bitch. He didn’t need her.

He practically spat out his words, "Well, be sure they pay you first so it’s not awkward later. Who is it, another backer? Anyone I would know?"

That’s when this little quarrel turned into a war. Niles was not one to be reckoned with this afternoon. His love life, or lack thereof, was between a rock and a hard place and there wasn’t any prospect of moving it along any time soon unless Niles sat the ball rolling. But how could he set the ball rolling when CC was going on a date tonight then off to a three week long vacation? It seemed that fate just didn’t want them to be together and in being fate’s victim, his frustration had built up until it was ready to erupt. If he didn’t do something soon, he felt like he might burst from all the feelings he had for CC. But still, he was taking a chance... What if she didn’t reciprocate his feelings? Niles knew what she’d do. She’d tease him mercilessly for the rest of his miserable life. His lonely, miserable life in which his heart would ache for her from a distance.

"I will NOT dignify that with an answer! It’s none of your business who I go out with! Listen, Butler Boy, I don’t know what your problem is, but you don’t need to take it out on me! And I’m not a slut if that’s what you’re inferring!"

"Not at all. Sluts give it away for free, you take a nice $500,000 check for your efforts!"

That made her absolutely livid. She slammed the brochures down on the table and tossed her chair out of her way. Walking up to Niles, she faced him spitefully. They were eye to eye, neither giving the other the advantage of height. They stood only three inches apart, each with their hands on their hips.

"Are you trying to say that I get Maxwell business by sleeping with investors?!" she screamed at him.

"If the leash fits..."

"Of all things you’ve accused me of Niles, this is the most disgusting! What the hell is wrong with you?! I’m not some damn whore that opens her legs up to just anyone!"

"Yeah, judging by the size of your thighs, it would take a crowbar and several hours!"

This earned a gasp from Fran and Val. They knew that you could talk to a woman about anything except her age, size of her butt and her weight. Fran thought Niles was taking this too far. Val looked at her worried and whispered, "Don’t you think you should do something?"

"Ha! See the look on their faces?? They’re out for blood, and it ain’t gonna be mine! Right now they could eat me for dinner!"

"I’ve never seen them fight like this."

"Me, neither. Maybe I should say something..." Fran timidly stood up. "Hey!" she shouted over the sounds of Niles’s and CC’s fighting. "Maybe we should all talk this out in a calm, rational, adult..."

Simultaneously, they turned to Fran and yelled, "SHUT UP!"

The nanny jumped in her shoes and promptly sat back down. "Ok, ok, I was just trying to help..."

Just then, Maxwell came rushing into the kitchen. "What the devil is going on here?" He’d been screening scripts looking for his next play when he heard the screaming. When it didn’t stop he became concerned.

CC was the first to speak, her face red from her infuriating exchange with Niles. Her breathing was deep and heavy. As calm as she could manage, through gritted teeth she spoke, "Maxwell, I can no longer work for you if you continue to employ that man!"

"Be more specific, Dragon Lady. There are three men in here from what I see!"

CC started to say something, but was cut off by a fed up Max. "Niles! That’s enough! I don’t want to hear anymore!" He turned to CC. "CC, isn’t there some way you and Niles can compromise and come to some sort of peace agreement? You don’t need to quit."

CC’s fury had yet to subside, but she had managed to reclaim her poise. "No, Maxwell. I’ve made my mind up. It’s either him or me. I can’t stay here another minute knowing that he’s in the same house." She pointed at Niles. "When he’s gone, you know how to reach me."

"Yeah, you yell Beetlejuice three times, right?!"

Unable to stand the sight of the butler any longer, she exited the kitchen. From there she went to the office to collect her things and stormed out the door, vowing never to step another foot in that house unless the butler vacated himself.

"Niles, what the bloody hell is going on with you two now?!!"

Niles answered huffily, "Sir, it’s personal and I do not wish to discuss it."

Max held his hands behind his back and collected his thoughts before replying.

"All right, old man, I respect that, but I have a problem on my hands. A problem that you caused! And you’d better think of a way to fix it or your coffee making days are over!" Mr. Sheffield went back to his office and slammed the door. Needless to say, he wasn’t in a very good mood at the prospects of losing either a butler or a business partner.

Fran sprung to her feet and went over to a sullen looking Niles. "Niles, sweetie, what’s wrong?" she begged. "I hate seeing you like this." But not even she was spared his wrath.

He barked, "Miss Fine, if I was going to tell you, I would’ve told you by now. So, please, stop your incessant meddling!"

Niles just wanted to be alone right now, so he went up to his room and laid on his bed; his mind once again flooded with thoughts of CC.

Niles got dressed in what he called his civilian clothes. This included a pair of black dress pants and a nice white dress shirt. Feeling a bit rebellious, he left the top two buttons undone and rolled his sleeves up to just below his elbow. It was a hopeless cause that he was pining after. He needed something to get his mind off of things that he’d rather forget. The quickest solution: liquor. Soon after dressing, he was out on the streets of New York looking for a bar that could supply him an endless flow of whisky.

~*~*~*~*~*~

"CC, have I told you how beautiful you look tonight?"

"Yes you have. You’ve told me fourteen times now how beautiful I look, nine times how great I am and six times how nice my dress looks. Now, can you tell me how many times I’ve told you how completely and utterly dull you are?"

"Oh CC, you are SO funny!"

CC groaned and downed another Long Island Iced Tea, her third that night. She was sitting in a posh restaurant with Oliver who was driving her up the wall. The only reason she continued to tolerate him was because there’s $ 500 million attached to his name, although, she didn’t know how much longer she could put up with his stupidity. He was at least fifteen years younger than her and obviously smitten but she wasn’t having dinner with him out of the kindness of her heart. She wanted a damn check with several zeroes on it and she wanted it right now so that she could get the hell away from him. He was so damn annoying; laughing at everything she said, even her insults. For the past hour he talked non-stop and she wasn’t particularly in the mood for talking to anyone tonight. After the fight with Niles, she just wanted to stay home and raid her liquor cabinet, but being dedicated to her job, she forced herself meet Oliver just to get a check.

Of course, she had told Maxwell that she wasn’t coming back until the butler was gone and she realized there was zero chance of that happening. Though she’d stuck by Maxwell for nearly two decades, he was attached to Niles like mold on bread. It didn’t matter that she helped Maxwell put Sheffield-Babcock Productions on the map, invested half her money in the company and had a high success rate in luring potential backers to invest their money in projects. Maxwell would always prefer Niles over her. And it didn’t matter how many times Nanny Fine screwed up, Maxwell would always take her side. Maxwell would never replace THEM, but I’m sure he’s on the phone right now finding someone to replace ME. No one gives a damn if I’m there or not. Well, that’s just fine because I wouldn’t go back even if he made me president and gave me my own office! I’m through with him and Nanny Fine and Niles and Greta and... oh, and whoever his other two brats are...

CC knocked back a fourth Long Island.

"... and I find the theatrical experience positively thrilling..." Oliver kept talking as though he was certain that CC was hearing every word that came out of his mouth. Amazingly, CC kept eye contact even though Oliver’s monotone voice was akin to a sedative. She felt as if she was going to fall asleep any minute now. Naturally, the liquor helped the drowsiness along some. In less than an hour, she’d drunk four Long Island Ice Teas, each having a half ounce of vodka, gin, rum and tequila. Originally when the waiter came to ask what she had wanted to drink, she asked for a White Russian, but the moment Oliver started to speak, she sent it back for a Long Island. She knew then that this would probably be a long, boring night.

"...acting is a noble science in it’s own right..."

If Niles actually thought she had a good time when she went out with investors, he could just kiss her ass. She never enjoyed going out with investors. It was the same routine every time: a backer and she would go out to dinner, talk about nothing but theater, she’d have to kiss his or her ass, promote Maxwell’s project, receive a big, fat check and go home. Contrary to what Niles said, she did NOT sleep with them and she wasn’t a whore. She would never admit it to anyone, but Niles had hurt her by suggesting that she took money for sex. Damn him. He had no right to make such accusations!

The more time that passed, the drunker she got and the angrier at Niles she became. Oh, how she loathed him. That son of a bitch had gone too far this time. There was no way in hell she was going back to work for Maxwell Sheffield now! He’d just lost the best thing that ever happened to his business. And Niles... Well, he’d just lost the best thing that ever happened to him! She wasn’t going to stand around and take his shit anymore! No, sir! Just who the hell did he think he was speaking to?! She was CC Babcock, dammit! And she didn’t take money for sex!

"...so, I would LOVE to give $1 million to Sheffield-Babcock Productions." Oliver placed the check in front of CC. This finally got the attention of the drunken businesswoman who abruptly stood up and tore the check into several pieces. Staggering, she managed to throw the torn pieces over her shoulder. She’d show Niles.

Slurring her speech, she bellowed, "Come on, Niles! Let’s go to the Waldorf... I’ve got a suite on the sixth floor..." Turning around she reached for her purse but she didn’t know which one to get: hers or the one that looked exactly like hers sitting beside it.

Nervously, Oliver stood up, not knowing exactly how to respond, he stammered, "Uh, CC, I’m Oliver..."

Turning back around, with a knowing look, she replied, "I know that. Now let’s go now because now would be a good time to go!" She finally grabbed a hold of her purse and tried to put the strap on her shoulder, but she yanked too hard and the purse ended up hitting her in the face. If Oliver hadn’t rushed over to hold her up, she would’ve fallen backward.

Oliver’s voice went up a couple of octaves and actually squeaked. "CC-um-Miss Babcock, it was nice having dinner, but I have to get back to the office..."

CC was becoming irritated at this little pipsqueak. "Did my voice go out because it wasn’t a question!" She turned around and began to stagger out of the dining room. Hurriedly, Oliver grabbed her coat and rushed after her.

CC hailed a cab and she and Oliver were on their way to the Waldorf-Astoria. Retrieving her key from the front desk, the pair were on their way to CC’s sixth floor suite. Oliver was jumpy, not knowing what to expect. Sure, Miss Babcock was pretty, but he would never guess that she’d sleep with him. He felt like an anxious schoolboy going to bed with his teacher. His hands were shaking and he thought his knees would buckle under the pressure. After several attempts of trying to get the key in the keyhole, Oliver took the key from CC and unlocked the door himself. Before they went inside, she put her arms around his neck and smiled naughtily, "Niles, you’re about to find out what it’s like to have sex with a whore..." Into the room they went and the young protege shut the door behind them.

~*~*~*~*~*~

For hours, Niles walked the cold, packed sidewalks of New York. The snow fell gently around him. People were everywhere walking to and fro. As they moved passed him, he glimpsed at their smiling, happy faces. When he decided to take a stroll in Central Park, he saw lovers holding hands and kissing as if the world around them had disappeared. Every time he saw a blonde, he would stop to take a closer look to see if he could recognize her as being someone in particular that he no longer cared about.

After dismissing the latest blonde for having a nose too big for her face, he sat on a park bench and watched the cheerful couples and their children pass by.

Scornfully, he thought, I hope the Wicked Witch of the East is having a smashing time! I hope whoever it is that took pity on her finds her compatible and takes her away so that I never have to see her again!

When he could no longer stand the sight of such happy people, he began walking, but once again, his mind drifted to the subject of Miss Babcock. Their fight played over and over in his head like a bad movie. He almost wished he could take back his words; almost. Once the thoughts of CC became too unbearable and overwhelming for him to handle on his own, he decided he needed a little help to forget his trouble. Eventually, a little after ten o’clock, Niles made his way to a little bar on the other side of Manhattan, one that was known to cater to a rough crowd. A few steps in side the door, he could see several big, burly men playing pool and others participating in card games. The club was filled with smoke thicker than the mist left behind after Miss Fine used the hairspray and the music of Ozzy Osbourne was blaring from strategically placed stereo speakers located next to the pool table. Most of the men he passed on his way to the bar were both taller and wider than he was. Good, maybe one of them will punch me out before I have time to drink myself into unconsciousness, he hoped.

As he made his way through the club, he noticed a crowd of ruffians gathered in a circle in front of the bar. They were hooting and yelling, "GO! GO! GO! GO!" at something that Niles couldn’t see. A few were whistling and others were clapping and most were beating their fists on tables in rhythm to the "GO! GO! GO!" chant. Moving closer, several of the men walked away and Niles was finally able to see what had gotten their attention. His mouth dropped to the floor in complete shock. In the middle of their man made circle was Miss Babcock, still in her black strapless evening gown, sitting on a bar stool chugging, what looked like, an eighty ounce pitcher of beer. At her feet lay a quite beefy, albeit, unconscious fellow. Based on comments from the spectators, he assumed this was Miss Babcock’s third or fourth pitcher of beer.

"Chug-a-lug! Chug-a-lug! Chug-a-lug!..."

Good God, can’t I ever get away from her?! I’d swear she was following me! A resentful Niles stood and watched CC in amazement as she chugged everything in her pitcher. Finishing off her drink, Miss Babcock finally came up for air and drew an enormous cheer and loud applause from the crowd.

"Thanks you, gentlemen and gentlemen..." She was slurring her speech badly and Niles knew instantly that she was drunk. When she hopped off the stool and tried to bow, she swayed forward a bit too far and would’ve fallen over if a strapping gentleman in a leather jacket hadn’t caught her. Niles turned to leave, but before he could walk off, he heard her laugh and ask the guy, "How would you like to see me fall over... on YOU?!" Immediately, he turned back around and pushed through the crowd of admirers, jumping over the unconscious guy on the floor to land beside CC. Miss Babcock leaned against the brute who had his arm around her waist.

"Come on, I’m taking you home!" he shouted. At first she didn’t recognize the person standing in front of her who was pulling her by the arm. Blinking a couple of times, her vision cleared and she realized just who was trying to drag her away. Distgusted, she jerked her arm out of his grasp.

"I’m not going anywhere with you! I loathe you!" She walked away and went to the bar and yelled to the bartender. "Give me shot of Jack Daniels!"

"Oh, no you don’t! You’ve had enough alcohol to yourself in the Betty Ford Clinic for the next five years! You’re coming home with me!" He put his hands on either side of CC and pushed her towards the exit. Her crowd of admirers moved to stand in their way.

"The lady said she didn’t want to go, so you’d better leave her alone or we’ll smash your head in."

Taking a deep breath, he had to think fast. Somehow he needed to get himself out of here in one piece with Miss Babcock. He thought of something, but first he had to swallow his pride. I hope you’re too drunk to remember this night, Miss Babcock, otherwise I’d have to kill you.

"I’m her father and I’m taking her home because she’s underage. How dare you all serve her alcohol! Didn’t you even check her I. D.??"

The men’s hard expressions disappeared and were replaced by looks of utter confusion. Several other guys shook their heads and looked at each other. CC turned to a leering Niles and giggled. "Smiles, I’m not twenty-one!"

Thank God she’s passed the point of coherence. "Believe me, I know. That’s why I’ve come to get you. You’re in big trouble." He pointedly made a face at her but she continued giggling.

One of them snickered and spoke up, "You’re joking, right? She drinks like she’s been drinking for years. I mean, damn, she sent Tiny to the hospital with alcohol poisoning and she drank Spike over there under the table..."

No kidding, give her time and she’ll close you down. That’s my little alcoholic. "No, gentlemen, I’m not joking. She’ll won’t be twenty-one for another month. I should probably call the police and report this place, but if you let us leave it’ll never be mentioned."

The bartender yelled from behind the bar, "Get her out of this place then! And make sure she never comes back or I’ll be the one to call the police!"

"That’s fine with me. Come on, Methuselah." Niles snaked one arm around Miss Babcock’s shoulders to keep her from swaying while the other hand firmly grasped her arm to keep her from falling away from him.

"Am I going to get a spanking, Daddy?" she howled obnoxiously.

He groaned, Oh, God, this is going to be a long, difficult night. "You’re going to get a slapping if you don’t shut up."

"Oh, s’you like it rough. What a coin’sdence, so do I."

Niles choked on his own spit as he learned something about Miss Babcock that he was better off not knowing. He shivered and he thought he felt excitement stirring south of the equator. Anymore comments like that and he was leaving her in a dark alley.

They made their way out onto the sidewalk where they stood several minutes waiting for a cab. Niles saw that Miss Babcock had forgotten her coat so he took his off and put it around her shoulders. There was no way in hell he was going back in that place to get it. Finally, a cab stopped to pick them up. CC tried to get in but ended up smacking her head on the side of the car, so Niles gently placed her inside and then slid in next to her.

"Park Avenue and 86^th, please."

The driver peeled off down the street. Niles turned toward Miss Babcock and shouted, "What the hell were you thinking going into a place like that?"

"Shu’up! I’ll go anywhere I want as long’s you’re not there!"

"I wish I had as much luck. And stop breathing in my face! You smell like Brighton’s gym socks!"

The cab arrived in front of CC’s apartment building. As Niles paid the fare, CC stumbled out of the car and landed on the sidewalk on her butt. Shaking his head impatiently, he bent over to help her to her feet.

"Come on you big lush, I can’t carry you and as appealing as it sounds to drag you by your hair, I just haven’t the strength tonight."

"Snails, can’t you stop calling me names for one day! I’m so damn sick of you!"

"The feeling’s mutual. Now grab a hold of my shoulder." She reached up and grabbed his shoulder as he held onto her waist. Leaning on Niles for support, they managed to walk to the elevator and then to the apartment.

"Where are your keys?" An irritable Niles asked.

"It s’not like my dress ha s’pockets, s’where d’you think they are?"

"Don’t play games with me, CaCa, or I’ll leave your ass sitting out in the hallway and I’ll go home!"

"God, Sniles, you don’t have to be s’damn cranky. They’re’n my purse."

Frustrated, he broke away from CC and placed her up against the wall, intending for it to support her while he looked for the keys. But as soon as he turned away, she fell to the floor with a loud THUD!

"Can’t you keep it together for thirty seconds while I find the keys?!"

"Don’t get your wad in a panties, Boy Butler!"

He sighed. All he wanted to do was get inside, or more importantly, get Miss Babcock inside then go home and sleep until noon. Digging in her purse, he finally found Miss Babcock’s keys. Quickly he unlocked the door and opened it. Now he had to get her inside.

"Come on, Miss Babcock, time to go inside." Niles lifted her up and helped her inside. After shutting the door, he assisted her to the bedroom where she collapsed onto the bed and fell asleep.

She hadn’t even gotten into her pajamas and Niles was becoming ever so cross. He bent over her on the bed and tried shaking her awake.

"Miss Babcock? Miss Babcock?-CC?!" Unexpectedly, a drowsy CC reached up and threw her arms around Niles’s neck and pulled his head down, aggressively crushing her scarlet red lips to his. Her tongue emerged and begged entry to his mouth; it seductively swiped his bottom lip, trying to entice it to open up to her.

Stunned, a wide-eyed Niles promptly pulled out of her grip. What was she trying to do to do, kill him? He half expected to retch after he’d just had his face nearly sucked off by his arch nemesis, but instead he felt a rush of excitement shoot through his veins. His heart began beating four times faster and his breathing became shallow. Licking his lips, he tasted a mixture of strawberries and beer and wanted to return to her arms and bid her tongue entrance to his mouth. Desire had taken a hold of him and he feared if he didn’t move away from Miss Babcock immediately, his lust would take over and he wouldn’t be able to resist her sexual advances. He wanted her. He really, really wanted her. But not like this.

With her eyes half open, she laughed deep and throaty, "What’s the matter, Niles, I’m offering myself to you. Don’t you want to fuck a whore? That’s what I am to you, aren’t I? A whore?"

Her words brought back a flood of memories from the previous afternoon. God, why did he have to open his big, fat mouth.

Niles sat beside her on the bed and as tenderly as he could, spoke to CC like she was a human with feelings for the first time in their history together. "Miss Babcock, you’re not a whore. I-I was just upset... And I’m sorry I upset you so badly..." He took a deep breath, not exactly sure what to say next.

But she wasn’t listening. Instead, CC turned ghost white and fought to sit up, but because she was still quite drunk, she found this simple task a little difficult. The room was spinning around her and everything she saw dissolved into a sickening swirl of color. Her head was pounding and her stomach was churning. She felt a familiar lump gather in her stomach, pleading for its release.

Somehow she managed to shout out, "Bathroom!"

Speedily, Niles grabbed CC and half carried/half dragged her to the bathroom where she emptied the contents of her stomach into the toilet. Niles’s heart went out to her as she gagged and heaved. She looked so vulnerable and innocent; it was at that moment, he knew he couldn’t leave her alone tonight. He lovingly held her hair back away from her flushed face with one hand and rubbed her back in a circular motion with the other. Oddly enough, he didn’t seem to mind doing it. Any other time he would’ve made a joke of his enemy’s misfortune, but tonight he felt nothing but responsibility for her being in the shape that she was. When she could throw up no more, an exhausted CC started to lay her head on the toilet seat, but instead, Niles wiped her mouth then took her into his arms and she lay her head against his chest. He rocked her slightly as if she were a baby and stroked her backside, trying to soothe her aching muscles, inflamed from her labored heaving.

And like a brick it hit him. It finally became clear to Niles that this was love. She wasn’t just a passing fancy that he’d get over easily. No, this was the real thing. How could he tell? He didn’t just love the image of CC Babcock that showed up at work everyday, but he also loved the real, flawed CC Babcock that got drunk and came home to puke her guts out.

Neither said anything for a couple of minutes after CC lifted her head out of the toilet. When she finally stopped quivering and recovered from vomiting, Niles nudged CC and instructed her gently, "Come on, Miss Babcock, let’s get you to bed."

Reluctantly, she stood up, with help from Niles and he walked her over to the bed where she sat down. Niles handed her a pair of pajamas and told her that he was going to fetch a glass of water and that he’d be right back. When he returned, he expected to find CC dressed for bed, but instead found her still with her gown on, curled up asleep (or passed out). This time, instead of becoming ill-tempered, he patiently put the glass of water on her night stand and decided that he’d put CC’s pajamas on himself.

Biting his lip, he hoped to restrain any lower extremities from becoming excited. He thought of different cake recipes while he unzipped Miss Babcock’s dress. As he pulled it down, a strapless, lacy black bra was revealed to him and the cake recipes were long forgotten. Earnestly, he prayed that CC would not wake up. Trying to ignore the twitching in his pants, he tried to concentrate on his task, but it was far from easy seeing CC’s milky white breasts move with each jostle of her body or seeing her nipples rise beneath the fabric of her bra..

Too late. All the blood rushed south and awakened a demon of his own, but he paced his breathing and without (major) incident put CC’s pajama top on her, buttoning it up. To spare himself from having to clean up any biological messes of his own, he decided to leave her bra on. Wiping his forehead with his sleeve, he was none too surprised to discover that he was perspiring heavily. He’d never been teased so mercilessly by her in his life and to beat it all, she wasn’t even awake to enjoy seeing him squirm uncomfortably. Never had he been so glad that she was too far gone to realize what was going on around her or he would’ve been dead by her hand.

If he thought putting her top on was difficult, he could never have imagined what it was going to be like to put her pajama bottoms on. He continued to pull her dress down her long, sleek legs until it was all the way off. After laying it on the back of a chair, he went back to prepare to put the bottoms on but was distracted by a bandage on CC’s hip. Though she lay exposed in underwear matching her bra, Niles’s attention was focused solely on the skin right below her abdomen on her left side.

Wanting to make sure that the bandage didn’t need changing, he peeled it back to examine the wound. If it was possible to be shocked by this woman three times in one night, she certainly succeeded, for there was no cut or scrape that lay beneath the white cloth bandage, but a half-dollar sized tattoo of a butterfly. His mouth was agape and he would’ve screamed whether he feared Miss Babcock waking up or not except that he had lost his voice.

He bent over and inspected it more closely. It was mostly blue, but had some yellow and purple coloring in it. It still had some kind of goo on it that Niles guessed to be some sort of medication.

Niles chuckled, "Of all people, Babs, I never, EVER would’ve imagined you as being the type to come home with a tattoo! You not only drink like a sailor and curse like a sailor but now you have a tattoo... Just wait until you wake up and see what you’ve done."

Tonight was the most human he’d ever seen CC. She always acted as if she were superior, trying to be perfect, flawless and mostly emotionless, but tonight unveiled a different side of her; a very human, a very real side of CC Babcock. She wasn’t as unemotional as she wanted people to believe. Why else would she drink? She drank to keep that emotional side from surfacing. But that still didn’t explain why the hell she had gotten the tattoo. That was still a mystery to Niles. She’d talked about Miss Fine as if she were some common street trash when she learned that Miss Fine had a tattoo. Now, she’d gone out and done the same. Tenderly, he reached up and brushed a strand of hair off of her face. She looked so calm and serene just lying there that he wished that he had enough strength to lay awake all night and simply take in her sight.

With a sigh of relief, he finished pulling up her bottoms over her legs then collected a blanket from her closet. Covering her with it, he decided that for tonight he would sleep in the chair beside her bed. If she needed to get up and vomit again, or just needed to get up, he’d be close by. Once he made sure that CC’s breathing was regular and lying on her side, he made himself comfortable in a nearby chair and tried to fall asleep, but sleep did not come quickly to him for all sorts of thoughts swam through his mind. Strangely, tonight had been some sort of emotional closure for him. No more was he torn by whether it was an infatuation that he had for Miss Babcock or if was true love for he realized that he loved this woman, even if she had fangs and spat venom.

Maybe he hadn’t been a victim of fate after all. Maybe fate was trying to tell him something and he had just refused to listen. How many times had he thought of Miss Babcock and she suddenly appeared through a door or in a bar, for that matter? Was it an event known as synchronicity, or a desirous product of the imagination? How many years of mornings had he opened the door for her and exchanged an insult? If only he had gone a step further... Vowing to give the subject further thought when he regained his lucidity, he closed his eyes and soon he was sleeping soundly.

~*~*~*~*~

"Niles, what the hell are you doing in my room?!"

A startled Niles immediately awoke, thinking that CC needed to vomit again. But as he opened his eyes, he saw that it was morning as bits of sunlight were streaming in through the curtains. Miss Babcock, who looked like hell, was sitting up in her bed looking thoroughly confused.

Squinting, Niles asked, "Don’t you remember?"

Sardonically, CC replied, "If I’d remembered then why would I have asked you? So, enlighten me. Why are you sleeping in my chair, in my room, in my apartment?"

Niles, who still felt guilty about their exchange of words yesterday, was slow to anger. "What’s the last thing you remember?"

"I remember having dinner with that backer... oh, what’s his name... well, I don’t remember, of course..."

"Then what?" he prompted her.

"I already told you that I don’t remember." CC was becoming annoyed. "Now tell me why are you here?"

Instead of laying it all on her at once, he thought he’d give her an oversimplified summary of last night. For now. After all, he’d had time to digest the information and he still wasn’t over the shock.

"Well, you were drunk and I bought you home."

Bewildered, she still didn’t understand how she ended up at home with Niles after she’d gone to the meeting with the investor. As far as she could remember, she hated Niles for all the mean spiteful things he had said yesterday.

"Where did you find me?"

Niles sighed, dreading all the questions he was going to have to give answers that were not going to be to her liking. "I found you at a bar... several blocks from Mr. Sheffield’s house..." Please don’t prod the subject. Please!!

To his relief, the answer seemed to satisfy CC for she moved on in her line of questioning. "And you brought me home?" She furrowed her eyebrows as she tried to piece together her night.

Niles’s "Yes" was immediately followed by a skeptical, "Why?" from CC.

"Because I couldn’t leave you there and worry the rest of the night over whether you got home safely or were out all night vomiting in the streets."

Her tone turned cold, "Well, I’m sure I would’ve found someone to spend the night with, don’t you agree?? We whores are quite capable of finding nocturnal accommodations."

Though he had already apologized once, he was more than obliging to do it again. Rather than an apology, CC had half expected him to continue the argument from yesterday plus throw in a few insults about last night’s drunken episode. However, she was thoroughly surprised when he set aside his pride and admitted his shameful faults.

"Miss Babcock, I’m so sorry. I’ve had a lot of things on my mind lately and unfortunately I lashed out at you and said some things that were very harsh. You weren’t the only one, though. I owe Miss Fine an apology, too, as soon as I get home."

His grave voice begged forgiveness, and suddenly, CC became aware of the dark circles under his eyes. Seeing his intensely pained face, she refrained from raising her voice and responded gently, in a tone of voice Niles had never had the privilege of hearing, "Yes, you were rather harsh, Niles. I thought we were getting along when we insulted each other, but yesterday-yesterday I felt that it was no longer a game... That you were really upset with me."

"I was upset, but not at you. You were not deserving of the things that I said to you. Miss Babcock, I don’t want you quitting your job because of something a grumpy, old butler said because-because he got his panties in a wad."

The corners of her mouth turned upward in a smile. That phrase sounded slightly familiar to her as if she had just said it but she couldn’t quite remember where she used it.

Niles grinned but became serious again. "I mean it, CC, I’d quit and move to China if I was keeping you from going back to work with Mr. Sheffield."

She didn’t doubt the sincerity of his words for when he used her first name, which he so rarely did, he meant business. She was honestly touched by his offer and recollected that it wasn’t the first time he’d wanted to do something for her. When she’d gone to that meeting with Chandler, he offered to pose as her boyfriend. Gazing upon him, he looked so helpless and dejected right then; so desperate for forgiveness.

Her resentfulness subsided substantially and, sighing, she told Niles, "You don’t have to quit. I admit that I haven’t been the easiest to get along with, either. I’ve had a lot on my mind, too; things that I can’t share with anyone else because, well, I don’t think they’d understand."

Niles nodded his head in agreement. "I know the feeling."

Each would’ve given up anything to know what was going on inside the other’s head. CC has the feeling that the butler was hiding something from her, as she saw him look nervously down at his interlocked hands, carefully avoiding his eyes. What he was too coward to say aloud, he thought in his mind. He wanted to tell her how naturally beautiful he thought her body was clad in only black lace. He wanted to tell her how the sight of her perfect, round breasts and pearl white skin had excited more than his mind. He wanted to tell her how fantastic her satiny skin felt against the tips of his fingers, He wanted to be able to tell her how much he wanted to continue the kiss that she had initiated, how he had wanted to mesh his tongue with hers and taste her juices. He just wanted to say "I love you."

CC could sense his inner turmoil as she studied his face. It bore the look of a conflicted, tormented man. She had suffered as well. Yesterday, she had thought about Niles non-stop and when she couldn’t stand to think about him anymore, she contemplated taking a long vacation to get away from everything, to sort out her feelings. Deep down, that really wasn’t what she wanted. All she wanted was some type of confirmation from Niles that he would actually miss her if she were gone. She wanted to see if he ever noticed her at the townhouse, but contrary to what she hoped, he acted as though he couldn’t wait for her to leave. It was so easy to start boozing yesterday evening after the nightmarish day she had had. When Niles had shown her nothing but contempt, her hurt was so overwhelming that she had to have something to numb her pain. It must’ve done a good job because she couldn’t remember a thing from seven o’clock on. Perhaps now they could put the previous day behind them.

Niles disturbed her thoughts when he stood up and stretched. CC could hear his bones pop loudly.

"I’m guessing that chair wasn’t too comfortable, was it?"

Massaging his lower back, he responded neutrally, "It wasn’t that bad."

"You know, Niles, we don’t have to be at work for another couple of hours. If you promise not to open your big, fat mouth, you could sleep on the other side of the bed. I mean, it’s big enough that we would never even touch each other."

He smiled. "‘Big, fat mouth?’ Well, I’m glad you’re back to your insulting self."

"Me, too," she agreed, returning the smile. "What do you say, Rochester? Are you going to give up the chair for the bed?"

A look of mock horror spread across his face. "As appalling as climbing into bed with you sounds, I’m exhausted and would love to have a couple hours of peaceful, uninterrupted sleep before I have to go babysit the Sheffields. But if anyone finds out, you’re dead."

"I wouldn’t want it any other way." CC lay back down and pulled the blanket up over her shoulder. When she felt Niles lay down on the bed, she added, "I’ll see you in two hours. You can drive me to work. But remember your place in the house, Servant, and keep your mouth shut from now on." CC had returned to her bantering self.

Turned away from her, Niles quipped sleepily, "I’ll keep my mouth shut when you stop scaring little children." He paused for a minute. "I suppose this means you’re coming back to work?"

She thought momentarily, then answered, "Of course! You don’t think I’d let some amateur butler drive me away, do you?"

Nothing was said for several more minutes. Niles was teetering between consciousness and unconsciousness when he heard her speak again.

"Oh, and Niles?"

"What, CaCa?" he mumbled groggily.

"If you touch me, you’re dead."

Unseen by CC, a content smile formed on his weary face. "Believe me, I would only touch you to make sure you were dead."

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