A/N: So this is my first Nanny fanfic... I was thinking about making a couple of them, but unfortunately they never materialized. Nonetheless, I've enjoyed all the new fanfics on here so much that I decided to go ahead an write one. Niles is my favorite character, and my second favorite character is a tie between Fran and CC. So with that said, try and guess the pairing of this fic. ;) It takes place near the end of season 1.

Disclaimer: I'm poor. I own nothing, only my thoughts.

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Niles stood in the kitchen, clad in work attire and white apron per usual. Between his fingers, he mindlessly dragged a washcloth over the wet plate, his eyes steadily focused on the beauty before him. Her demeanor made her presence known in the room, and with her derriere perched high in the air as she bent over in front of the fridge, that presence was only made more known.

But only in his peripheral did he dare to stare. Had she noticed that he took to ogling her ass on more than one occasion, he would certainly end up with her foot up his own. And yet, he continued to stare longingly.

Why did he stare so longingly? Perhaps because he hadn't held a woman in nearly fifteen years? Or maybe because he just appreciated the artistry and curvature of the female body. Or perhaps he was simply a pervert... no, no he wasn't a pervert.

Or perhaps... Perhaps he longed for more than just the body? Perhaps he longed for... the woman inside? He quickly dispersed the thought from his consciousness. Never would he allow himself to succumb to such thoughts.

And yet...

'No.' He told no one in the depths of his mind. Straightening his body and holding his chest high, he shook off any such feelings, feelings that he may have possibly been hiding since the first time he laid eyes on her. She who held his attention every time she strolled by, sashaying hypnotically back and forth as if to tell him, "Come on Nigel, you know you want me." He couldn't deny the fact; his eyes nearly melted in their sockets as he watched her body strut from the now closed fridge out the dining room door, swinging slowly from side to side... she never failed to grasp his already ever-keen awareness.

'No. No, Niles. The consequences of such an admittance could mean your head. Or worse... your job.' He released a sigh. 'And come now. You are clearly aware that she lusts over Mr. Sheffield. Not you. Don't fool yourself; there's absolutely no chance in hell that any good will come of this.' He scolded himself. But really, who was to say he even liked her in the first place? It was just a possibility... right? Could he really have such unbridled feelings for...

"Miss Fine!"

Niles exclaimed and nearly jumped out of his socks, sending his dish catapulting into the air and onto the ground. It shattered, expectedly. He hadn't anticipated Miss Fine bursting back into the room whilst he was so deep in concentration. And over her, no less.

"Gee Niles, you're a bit antsy today aren't ya?" She released an airy laugh. Much like the sound of a soft breeze as it slips through a crack in a slightly opened window, Niles concluded lovingly.

'No, no not lovingly. I'm just very…' he swallowed hard, 'observant.'

Miss Fine looked at him strangely, tension slowly flooding the room. "Ya know, I don't think I've eva seen you break a dish before, Niles."

Niles jolted back to life. "Uh, yes. Well, um… I meant to do it." He straightened, nodding furiously as if it gave more credence to his answer. Acting on whim, he picked up another and threw it in much the same fashion as the first. "Mazel tov!"

Miss Fine gave him another strange look, but this time there was amusement behind her eyes, for which he was thankful. "Thanks Niles, but a celebration is the last thing I need right now; I'm about to go explain to my motha why I just dumped her future son-in-law. And her chances of future grandchildren." Niles gave her a sympathetic look. It was completely genuine. "And meanwhile, I gotta explain to Mr. Sheffield the reason why we don't have good China left is cuz I turned you into a Jew." She smiled, amused.

"Don't be ridiculous Miss Fine, you'll have many more, and better, opportunities for a husband. I guarantee it." There was warmth in his eyes. "And don't worry about the dishes. I already convinced Mr. Sheffield that I order another two dozen dishes due to your mother's sudden increase in visits to the household..." He had a way of making her smile.

"Oh Niles. Yuh the best." Miss Fine laughed and waved him off as she left through the back door. His heart was doing tumbles and back flips in his chest. His heart nearly melted at the way he had uplifted her spirits so easily; it's like it was a sign. But were his feelings real? Maybe he needed another sign… a different sign…

"Hello, hello housemaid."

Ms. Babcock burst into the room. 'I meant a guiding sign. Not a Beware Dog sign…' Niles sighed a heavy breath. Her presence also made itself known. But in a completely different way.

Feeling a bit flustered over his newfound interest, Niles made no attempt to acknowledge her. And as if on cue, the ever observant eye of CC Babcock noticed a difference in Niles' demeanor. He was much more aloof, much more pensive, much more...

Niles again released a long sigh from deep in his chest. And then he smiled.

'That's it!' Ms. Babcock snapped her fingers.

"So," she popped, leaning forward on the counter to observe Niles more closely, "Merry Maid. Why so merry?" She smirked knowingly.

Niles stopped and raised an eye brow. "Rumpelstiltskin. Why so rumpled?" He deadpanned.

Ms. Babcock straightened and cocked an eyebrow. "Fine! Be that way." She huffed and turned to leave. "I was merely inquiring about your pathetic lovesick behavior..."

"What??" Niles sparked alive. And Ms. Babcock smiled; just the reaction she was hoping for. "What in the world are you blathering about?"

"Oh… nothing. It was just the way you seemed to slump about. And even more pathetically than usual." She turned to face him, arms crossed and ready to probe. "I figured, perhaps Ms. Hazel wants to become… Mrs. Hazel?" She grinned as if her joke was terribly amusing to her.

"Oh you have absolutely no idea what you're talking about." Niles furrowed his brow. There was no way in hell Ms. Babcock was going to find out about this.

"Oh really?" She rounded the kitchen island and stood next to Niles, who found himself more interested in the dishes than he had ever been before. "So you just have a crush then." She gestured her hand about. "Perhaps on… the Johnson's maid?" She smiled evilly, crossing to Niles' other side. "I've seen the way you look at her when she comes in view over the back patio fence. I bet you've dying to… wipe the floor together with her." She grinned like a Cheshire cat, holding up one of Niles' rubber gloves between her two fingers. "Just don't forget to use protection!" She slapped the glove to Niles' chest and bellowed evilly.

"Oh please, my love life extends to more than mere fantasy and pleasure play things, unlike you." He threw the gloves on the counter, angry with her mockery at his clear vulnerability. "So what if I have a love interest? I'll have you know it is not Ms. Priscilla, as you have presumed. And furthermore, the lady who you are referring happened to be here not more than two minutes ago," he gloated to a somewhat shocked Ms. Babcock, "it's just too bad you missed…"

Miss Fine burst through the doors. "Oopsies, forgot to grab my purse! And it only took me two minutes to realize it this time..." She grabbed her purse and bolted back out.

"… her." Niles gulped.

Busted.

He swore either the ceiling sprung a leak or his head did, because perspiration was seeping down his reddened face in bucketfuls.

Ms. Babcock slowly turned from the doorway to the pink flustered man before her. While Niles was expecting some sort of a mocking and derogatory first reaction at the newfound revelation, he got somewhat of a surprise. She was shocked and, if he hadn't seen it from her a million times before, there also seemed to be a small hint of disgust.

"You have a crush on… Nanny Fine?" She slowly annunciated each syllable of her name. Almost as if she were angry.

"Um… perhaps?" He cocked a questioning eyebrow, not quite sure what to make of Ms. Babcock's reaction.

She paced around the island slowly, as if being drawn along by string. Her eyes glanced about, looking at nothing, just lost in thought; she was almost trance-like in state. Then she spoke.

"I can't believe you... you like Nanny Fine." She seemed lost, both for words and for purpose. Her reaction astounded him; and if he didn't know any better, he would have thought…

"Ms. Babcock," he approached her hesitantly. It was all starting to become clear to him, "are you…" he gasped, "…in love with me?"

Her face dropped instantly and she stared –no, glared– with fiery red eyes that burned into the depths of his soul. "What the hell did you just say!?" She burst out at Nile's choice of words.

"Well, you're clearly jealous. Now whether it's because you secretly fancy me or because you're jealous of Nanny Fine, I don't know…"

"Listen to me, you grimy piece of mildew," she pulled him in by his collar, "if you ever say that I am jealous of Nanny Fine again, I will shove your plunger so far up your ass, that I'll be using it to unclog that shit from your head you call brains!"

Boy did she show a lot of white teeth when she was angry, Niles noticed. He looked a little closer. Come to mention it, perhaps she had veneers…

"Stop looking at my teeth!" CC barked.

"Alright, alright." He pulled away and straightened his collar back into suitable form. "So you aren't in love with me. I understand it was a bit presumptive of me to assume robots can love." She shot him a glare. "But I really do think there is a reason for you rage…" Niles offered.

"Listen Rubber Maid, Nanny Fine is a slutty, working class nothing with no higher education and no merits." A tinge of anger shot through Niles. He wouldn't let her speak about sweet Nanny Fine that way. But before he could open his mouth, she persisted. "Why you and Maxwell practically throw yourselves at her, I will never know. And now you both are in love with her? Anybody off the street can wear an inch thick layer of make-up and slutty, faux-namebrand clothes. I mean, I went to college and I work my ass off for a living! Doesn't that mean anything? Does anyone care about me at all?" CC was a deep shade of pink. And not out of anger. She looked on the verge of… tears? Real tears? If Niles didn't know any better, CC was jealous, not of Nanny Fine. She was jealous because… nobody loved her.

Not her mother.

Not her friends.

Not men.

Definitely not Maxwell.

And, well, obviously not himself… right?

His heart sank a bit. 'So she can have feelings…' Niles thought, but quickly scolded his more repugnant side. "Ms. Babcock…"

Snapping back to reality, she wiped away silent tears. "Why am I telling you all this anyway? It's not like you could ever know the hell I go through anyway. You're just a maid…"

"Now wait just one minute!" He jumped up, causing Ms. Babcock to flinch back in surprise. Even he surprised himself. "I don't know what hell you go through? May I remind you who is the blue-collar butler and who is the hi-society Broadway producer? I work day in and day out and it's always 'Niles do this', 'Niles do that', 'Niles get my tea', 'Niles massage my feet and rub lotion down my back'…"

CC raised a questioning eyebrow at him.

"…per Sylvia's request."

They shared a grimace.

"And what about Mr. Sheffield, hmm? I don't know what it feels like to be the one cast aside? You and Miss Fine practically kiss the ground he walks on! What she sees in him, I don't know. I mean I have comparable education and even harder work ethic. Am I not a decent man? And you're trying to tell me the difference between women throwing themselves at me and washing dishes for a living is a matter of heritage?!" Niles' face was now the color of Ms. Babcock's: deep crimson.

They were silent. And for a fleeting moment, they shared empathy.

"I thought you always wanted Nanny Fine and Maxwell to be together." Ms. Babcock spoke.

"Well… unlike you… I actually wish well upon other people. I want to see Ms. Fine happy and with the man she wants to be most with. And if that happened to be Mr. Sheffield… so be it. Better than chasing after someone my entire life and not have them even notice me…"

And to Niles', and also Ms. Babcock's, surprise she made no attempt to respond. Rather she absorbed the words, glancing around, seemingly lost in the vastness of the room. Glancing anywhere but at Niles. "So what's wrong with us then? Why does nobody throw themselves at us?" She said quietly, almost as if to herself.

Niles at first took her words as her own self-pity, but then questioned this to himself as well. Why was it that Miss Fine and Mr. Sheffield were always the one that the objects of ones' affections? What was so great about them? And moreover, why did CC and Niles try so hard to get their attentions anyway??

CC would do anything for Maxwell. She had tried countless times to win his affections, and to no avail.

Niles, too, would do anything for Miss Fine. He cared for her with all his heart and being, and still, no glimmer of hope.

So was it love they felt after all? …What was love anyway?? Isn't love, at least romantically, supposed to be shared between two people unequivocally? So then was what they felt for their respective interests merely… infatuation?

They took a moment to ponder this, first to themselves, and then sharing a glance as if to ponder together. It was a strange feeling, sharing a feeling between them, that is. They completely understood what the other was going through. They showed empathy at their absence of reciprocated love, and even more, their seemingly dead-end, purposeless existence. Knowing each other for so long, despite a conflicted history, they knew the other would be too stubborn to admit they probably needed to move on. And right then, Niles almost felt… well, he almost felt as if he cared about Ms. Babcock.

'Well only because she's practically me, in aristocratic, alcoholic form.' He justified to no one. Just his stubborn self.

"Niles…" she said with sorrowful sincerity, "do you think anyone will ever love me?" It was the first time he heard this tone from her and it was almost... disheartening. Wondering the same question about himself, she struck a silent chord deep in his heart.

They were alone.

Well, not completely alone, he supposed… they had each other.

And in that moment, they connected. Mentally, emotionally… and physically. His mouth was on hers, violently, but softly answering her question. And she was answering his. Her lips wrapped around his lower one, lightly applying pressure here and there. His hands did the same as her lips, but instead to her body. And gently running them up her sides, he held her in his arms, unawarely affirming something he did not yet know.

'Am I in love with Ms. Babcock?' Niles wondered, in awe that the thought had actually slipped through his mind. He and Ms. Babcock were in the same boat, no doubt. But now they cared about each other because they knew each other, because they were each other. They shared a feeling… almost unequivocally. Niles held his breath. Was this his sign? 'Or perhaps I'm just high off cleaning product?"

Niles thoughts stopped instantly as Ms. Babcock delicately grazed her fingertips down the contour of his face, round his neck, and down to his chest where she gently pushed away. And then her lips were gone.

Then without warning, Niles felt a strange sadness, or maybe, emptiness that engulfed his heart immediately.

By definition, he most certainly was in love.

His eyes opened in time to see her pull away completely and begin to exit out the dining room door. He had to run after her and stop her…

… but he didn't. He was just too completely overwhelmed by his enormous mix of emotions that day. And she was gone. It simply wasn't in his instincts to chase after Ms. Babcock. He just couldn't. But then again, it was also in his instincts to be stubborn.

Just then the opposite door opened and Miss Fine strutted back into the kitchen. "Well, that went horribly. I am in such a bad mood right now... Hey, Niles let's say you and me go out to lunch?" She glanced up at Niles. He was just standing there. Almost as if he were... lost.

"I just passed up my sign." Niles breathed, watching the dining room door swing silently open and closed. "Perhaps I need to make a U-Turn…"

And with that, he chased out the door after Ms. Babcock.

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Fin.

A/N: Review? :D