A/N: This is my first fanfic and its unbeta'd, so please be kind. Disclaimer: These characters belong to Sony Pictures, High School Sweethearts, Sternin and Fraser's Ink, Inc., and CBS Television. No money is being made from this and no copyright infringement is intended.

A Leap of Faith

It was the night of the Sheffield's wedding anniversary party. The dance floor was filled with couples dancing together. Niles and C.C. were looking deeply into each other's eyes while swaying gently to the music, lost in their own world.

On the other side of the dance floor, Fran was watching them dance, she was amazed at the obvious chemistry between them.

"They are really in love, aren't they?" Fran whispered, to Maxwell, resting one hand over her rounded belly.

"Hmm?" Maxwell asked softly.

"Niles and C.C." Fran said, nodding towards them.

"Definitely" Maxwell replied, placing his hand on his wife's.

Niles pulled C.C even closer to his body, closing every inch of gap between them. "Miss Babcock," He started nervously. "I was thinking, I know I shouldn't have asked you to marry me when I did. We weren't ready." He said without breaking eye contact with her.

"That's why I laughed in your face, lover." She said, teasing him.

Niles pressed his lips tight holding back the need to reply to her, he didn't want to destroy the romantic moment. So if it meant allowing her this one little win so be it... at least for now. He will pay her back for that comment later.

He took a moment to collect himself before he dared to continue."But I think we're ready now." He let go of her hand, before he reached inside his pocket and pulled out a small red velvet box. He opened it, revealing the diamond ring that was inside. He had purchased it while he was in England for his family reunion and it had cost him almost all his life savings. "Will you marry me?" He swallowed hard, as he waited for her reply.

Everything suddenly seemed to freeze in time. C.C. stared at Niles in complete shock. Her eyes were wide and she was at a loss of words. "Oh my god, did I hear him right? Did he just ask me to marry him? Is this some kind of joke? Why would he ask me that again? Why does he have to ruin everything?" She thought.

Niles stared at her, waiting for her next word or move, just do anything to let him know her answer.

Several agonizing seconds went by as Niles waited anxiously for some response or move from C.C., but when she finally moved, it wasn't what he'd hoped for as she simply stormed out of the room without a word or look in his direction.

A shocked and hurt expression overtook his features. For several long seconds he couldn't move, he couldn't think, he couldn't breathe. He just stood rooted there, in the middle of the dance floor, staring blankly at the empty space in front of him. A part of him just wanted to run home and pretend none of this happened, but he couldn't let that happen. He couldn't let the love of his life just walk away, not without a fight.

Niles followed C.C. through the crowds of dancing couple, pass the hallway, and toward the elevators.

"C.C., wait" Niles called after her.

C.C. could hear him calling her name, but she refused to turn. She honestly hated herself for being a coward and running away from him but she couldn't face him, not yet. She wished a hole would open up and swallow her whole instead. "Why did he always have to be so hard-headed?" C.C. mumbled to herself before pressed the button several more times. A few seconds later the metal doors opened and she stepped inside. She had barely taken a few steps inside when a sudden wave of nausea attacked her. "Great, this day just keeps getting better and better. The last thing I need right now is some kind of stomach flu." She had barely finished her thoughts when a fresh wave of nausea washed over her. C.C. grabbed onto the elevator wall and took some deep breaths, trying to control the need to throw out the contents of her stomach.

Just before the doors shut Niles got in and stood next to her.

C.C. leaned on the wall, facing away from him.

"Babcock, why do you run away from me?" Niles asked as soon as the doors closed, trying to get straight to the point. After a few minutes with no response he put his thumb under her chin, forcing her to face his blue eyes.

She stared at him with sorrow in her eyes.

"Are you okay?" He asked in concern when he noticed her pale face.

"I'm fine, just a little tired." She lied in the most convincing voice she could manage.

He didn't believe her but decided to drop the subject for now. "Ok, then, well, let's get back to us. Why do you run away from me, C.C.?"

C.C.'s heart sank inches in her chest, realizing there was no way to avoid this conversation any longer. "I'm so-" Her voice hitched in her throat. "I'm so afraid." C.C. finally said, reaching into her purse for a cigarette, but Niles put his hand over hers to stop her.

"You're afraid of what? That I'm not good enough for you? Is that it?" A sudden fear settled in the pit of his stomach.

She slipped the cigarette back into her purse and swallowed, before raising her eyes to meet his again. "Niles -" she began, but was cut off by a loud sound.

Suddenly the elevator started to shook violently and the lights went off.

C.C. gasped in shock as she lost her balance, but Niles caught her before her body hit the ground. Instantly she buried her face into the crook of his neck, inhaling the scent of his cologne. His strong muscular arms, wrapped around her and the familiar smell of his cologne always made her feel all warm and safe inside.

After a few moments, the elevator stopped shaking and lights went on again.

"Are you okay?" Niles asked concerned, before removed his arm from around her waist and pulled away.

"I've been better." She replied, trying to hide the disappointment in her voice at the loss of physical contact.

"Just press the emergency button." He said in his calmest voice.

She reached forward and pressed the emergency button a few times, but nothing was happening.

"I guess were stuck here." Niles said as he made himself comfortable on the floor.

"Well, that isn't gonna happen." She replied in a slightly panicky voice. "Help! Someone please help us!" C.C. shouted as loud as she could, hoping that someone would come and get them. When she didn't get a response, she started yelling and pounding her fists against the door. "Open up you stupid, useless thing before I tear you down."

"Geez Babs," Niles said, staring at her from his position on the floor with a smirk on his face. "Screaming at the elevator isn't going to get the door open faster for you."

C.C. ignored him and started pounding on the door so hard that her fists turned red.

Niles frowned worriedly."C.C. calm down! Eventually they'll notice that we're missing, and they'll come and find us" He said a little alarmed by her odd behavior. He'd never seen her in such a state.

"What does it matter? We're gonna die anyway!" Suddenly her chest started to tighten painfully and she felt like she couldn't breathe.

Then it hit him: she was in the middle of a panic attack. "Oh God," He murmured under his breath as he rushed to her side. "It's all right sweetie, we're not going to die, just liste-."

"No, leave me alone! I don't want to listen to you!" C.C. shouted at him, hysterical.

He reached out and grabbed her shoulders, pulling her into his arms, ignoring her attempts to pull away."No" He said firmly, wrapping his arms around her tightly.

Eventually his soothing voice made her stop fighting him and let herself collapse into his arms as if it were the safest place in the world.

"C.C. I need you to take deep breaths. Breathe slowly…In and out…and in…and out."

She nodded silently against his chest and did as he said.

"Good, that's good, it's alright, I'm right here." Niles promised, rubbing her back in soothing circles as he rocking her gently in his arms like a baby.

A tear fell from C.C.'s eye, down her cheek and onto his shirt. She hated to cry, even when she was alone. Crying made her feel so vulnerable, so needy, so…human, but for the first time in her life, C.C. Babcock didn't mind it. She couldn't hold back her tears any longer. Her head was buried against the soft material of his shirt as hot salty tears coursed down her cheeks.

He knew that C.C. started to cry because he could feel the moisture from her tears through his shirt. She tried to pull away when she noticed that she was ruining his shirt, but Niles quickly stopped her wrapping his arms tighter around her, wanting to keep her as close to him as possible. It was such a huge step for her to let her guard down for a moment and allow herself to be comforted and especially to allow him to comfort her.

Everyone saw C.C. as a fearless woman made of steel that no one could ever break, but Niles seemed to know her better than any other person, sometimes even better than she knew herself.

"Deep down in her heart she is like a child that needs love and comfort but of course she would never admit it to anyone. She's way too proud to openly admit it." Niles thought.

After a few minutes passed in silence, C.C. finally whispered her thoughts."N-Niles, Am-Am I going in-insane again?" She mumbled with trembling lips.

"What?" He asked. The question caught him off guard.

"Am I going insane again?" She repeated sounded like a small frightened child.

"No, sweetie, you're just going through a very stressful day." He replied, trying to smile a little for her sake.

She just nodded and moved further into his embrace. They stayed like that for a minute.

"I'm afraid!" C.C. managed to get out in a soft voice.

"Don't be. Panic attacks happen to one out of three people." Niles said, giving her hand a reassuring squeeze.

"No, that's not what I meant. I'm afraid to marry you."

At that very moment his heart shattered into a million pieces."Oh, it's okay, C.C. How could I forget? I'm a pathetic excuse for a man." He almost yelled, removing his hands from around her waist and throwing them up in the air in defeat.

"No, Niles let me explain you." She pleaded desperately. "I'm-"

"You don't have to explain anything, C.C. I understand, I shouldn't have- damn, how could I ever think that you could ever marry someone like me. "He paused for a moment and took a deep breath. He tried hard to hide the pain in his heard but the expression on his face betrayed him. His voice was barely audible when he continued. "Perhaps I'm destined to spend my life as an old maid. I'm not rich or high class or-" Niles started to say, but was instantly cut off by C.C.

"Niles quit cutting me off and let me finish what I have to say." C.C. demanded a little hurt by his words.

"I'm sorry," He said, bowing his head.

C.C. swallowed hard and sighed as she ran her hand through her hair."Niles, I'm afraid that I'm the one who will never be good enough for you."

Niles looked at her, frowning slightly, shocked by her confession.

"I'm not the marrying kind. I even have no idea what a good marriage is supposed to look like. What if we end up like my parents?"

Niles knew enough about C.C.'s parents to know what she was talking about.

She paused for a few seconds, gathering all her courage to continue with her confession."I'm just a cold, heartless, witch and sooner or later I will hurt you and that scares the hell out of me, because I could die, from the thought of hurting you." C.C. finally admitted, casting her gaze to the floor.

"C.C." Niles breathed her name like a prayer on his lips."Please, please look at me."

Slowly she lifted her head and looked straight into his blue eyes.

His heart twisted painfully when he saw tears threatening to spill again from the corners of her eyes. "That cold and heartless person who claims that you are it's not the real you. It's only a defense mechanism. A mask for keeping people away and protect yourself, your heart from getting hurt. I know it, because I can see through that mask. I can see your real self. On the other hand," Niles started to say, attempting to lighten the mood, "About the witch thing…hmm I'm not so sure, I always thought that you have cast some kind of love spell on me."

C.C. smacked him gently on his chest as the corners of her lips turned into the smile she knew he loved.

"Hey, why are you smiling?" He asked pretending to sound annoyed. "It was meant to make you angry and slightly embarrassed. I must be losing my touch." He added, trying but failing to hide his own smile.

The smile faded from C.C.'s lips when his face took one more serious expression.

"You're scared. You have every right to be. I'm scared too but sometimes you just have to take a leap of faith and that's a risk I am willing to take because I love you and I know that… you love me too." It wasn't a question, but C.C. nodded anyway.

"I can't promise that everything would always be perfect. Marriage isn't a fairytale. Marriage is facing challenges and overcoming problems. But I can promise you that as long as we're together we have the strength to face anything."

He reached up and with his right hand gently cupped her cheek, letting his fingers traced her pale flesh. He studied her face for a few seconds before continued.

"C.C. Babcock you are every reason, every hope, and every dream I've ever had and nothing would stop me from putting my whole heart, life and soul into making you happy and our marriage work. So please, just give me… us a chance." He told her seriously, hoping she could see how much he meant it.

Her mouth opened, but nothing came out. Instead, she just stood there, looking into the eyes of the man she loved. She hadn't thought she could love him even more than she already did, but once again he proved her wrong. She loved him more and more with every single minute.

"Niles, I have an answer to your question." She started, once she finally found her voice. "My answer is-"

"Niles, C.C. are you in there?" A familiar voice called suddenly from somewhere on the other side of the door.

"Oh crap" Niles cursed. That man, as always, had a perfect timing.

"Yes, we are here."

"Niles, my answer is-" C.C. began only to be cut off again by Maxwell.

"Are you two alright?"

Niles rolled his eyes. "Of course we are fine."

"Miss Babcock, could you say it one more time?" He asked as he felt his heart leap into his throat.

"Niles, I would love to marry you".

A loud yes escaped him at hearing the words he thought he will never hear from her lips. "Oh Miss Babcock, I love you." He grabbed her and pulled her into a tight embrace, almost as if he was afraid she would disappear. He pressed his lips to hers and kissed her hungrily, putting all his feelings into the kiss. He pushed his tongue past her lips seeking entrance into her warm mouth. She smirked at the warm sensation and parted her lips, to allow him better access to her mouth. He explored her mouth hungrily, tasting every inch of it. She moaned loudly, gently ran her fingers through his hair, and pulled his head closer to her so she could kiss him more deeply.

Suddenly, the doors opened but they continued kissing passionately until their lungs burned from the lack of oxygen, not noticing Fran and Maxwell stood in front of them. Finally, Maxwell cleared his throat loudly enough to make them both jump slightly.

C.C. could feel her cheeks flushing as she looked up and saw the Sheffield's staring at them with wide eyes. Instantly she turned her head in Niles direction and whispered against his ear."I love you too, Lover. But don't you think we should go somewhere more hmm…private?"

"Definitely" He answered still breathing a little heavy. He took her hand in his and they walked out of the elevator together.