"Make sure this list is at the Will Call office no later than 5:00 Sunday night," Fran told the theater's assistant manager for the third time.

"Yes, ma'am," he said without rolling his eyes.

"Thanks for driving me here, Niles," Fran said as she and the Sheffield's butler exited the theater.

"I had some marketing to do anyway," Niles said as they stepped outside. "But I don't understand why you couldn't have just faxed that VIP list."

"Well, first of all, I volunteered to make sure the list got there, to help out Max. He was so reluctant to fly to London, what with this opening coming up and all. I wanted to show him I could be responsible. And Miss Babcock was so busy with the last-minute arrangements, floral arrangements for the dressing rooms and yada, yada… Anyway, what do I know from fax machines? Could you just imagine what would happen if I accidentally sent Maxwell's VIP guest list to the Farmer's Market?"

"Well," Niles said, slightly miffed, as he handed the valet the ticket for the Town Car, "I was going out anyway, I could've just as easily dropped it off…"

"Oh, Ni-yules," Fran soothed him as she brushed his hair back, "you know I trust you. But I'm feeling a little stir crazy these days, I needed to get out and about."

"I thought pregnant women had a nesting instinct," he replied.

"I think that comes later," she said, "I'm only four months along, you know."

"Niles? Is that you?" A voice behind them made the couple turn around.

Niles watched as a 40-ish plump woman, wearing a fur coat, approached. Her hair was graying a little in the front, and there were a few lines in the face, but he recognized her. "Katharine?"

"Oh my, I thought that was you!" She lunged forward and briefly embraced him, kissing him on both cheeks.

"Katharine," Niles repeated, his head spinning. "Whatever are you doing in New York?"

"My husband and I are here on holiday! What a surprise! I never dreamed you were still working here, I thought certainly by now you'd be working somewhere in London as a successful barrister…."

Niles ignored the dig for the moment, and instead inquired gently, "Your husband?"

"Yes," she looked over her shoulder. "Here he comes now. He was at the box office, buying us tickets for a show…" A rather plain-looking middle-aged man approached. His hairline was receding, and his cheeks seemed redder than the winter air warranted.

"Johnny, dear, please come meet a dear old friend of mine," Katharine said to the man. Then, to Niles, "This is my husband John McCorquordale. Actually, the 8th Earl McCorquordale. Johnny, this is Niles; we worked together long ago…"

"Aye, you're a butler, then?" Johnny said, extending his hand.

"He used to be!" Fran replied, before Niles could respond. "He's now a successful theatrical agent."

"And you must be his…lovely wife…?" Katharine asked.

"Oh, where are my manners," Niles mumbled, completely befuddled. "This is Mrs. Fran Sheffield, she's…"

"The wife of Niles' partner," Fran interjected. "My husband is a Broadway producer, and he and Niles have worked together for years."

"Oh, how lovely," Katharine stammered. She seemed to be taken aback to find out that Niles was no longer "in service." "Too bad you never found the right woman…" she said, glancing at his left ring finger.

Before Niles could say anything, Nanny Fine jumped in once again. "Whadya talkin' about? He's happily married, and to a beautiful blonde!"

"Well," Niles said uncomfortably, trying to end the encounter, "it certainly was lovely to see you again, Katharine…"

"But Niles," she interrupted, "We must get together, and reminisce, and catch up with each other. And of course, we'd love to meet your wife. We'll be in New York for the next three days. When is convenient for you?"

"Ummm," Niles stalled, his brain racing madly, "why don't you come to my house tomorrow night for dinner?" Even as the words left his lips, he regretted them and wondered what in the world he was doing.

"That sounds just scrumptious," Katharine said, without consulting her husband. He just stood by and nodded obediently. Niles hastily scribbled down the address of Maxwell's house, and dinner was scheduled for 8PM the next day.

"Happily married? Beautiful blonde!" Niles shouted at Nanny Fine as they drove back home. "What on earth were you thinking?"

"I'm sorry," Fran said contritely. "But she annoyed the hell out of me. Who does she think she is? Lording her life over you. Just because she's married to the Duke of Earl. Did you notice that that was a faux fur coat?"

Niles smiled in spite of himself. "She's married to an Earl, not the Duke of Earl. And I know from experience that a title doesn't always guarantee financial security. I don't particularly care about that now, what I'm worried about is tomorrow. Why on earth did I invite them over? What was I thinking?"

"Calm down," Fran soothed him. "Max is out of the country, and Grace is spending the weekend at her friend's house on Martha's Vineyard. We'll have the house to ourselves."

"But what about this blonde wife of mine? Are you thinking of having Val bleach her hair between now and tomorrow?"

He pulled the Town Car into the Sheffield garage and they carried their parcels into the kitchen. "Well," Fran admitted, "I may have put my foot in it on that point… But that Kathy lady really irked me! So when I mentioned your wife, I was kinda thinkin' of…Miss Babcock…" Fran literally closed her eyes and ducked as she finished her sentence.

Niles wheeled around from the sub-zero. "Miss Babcock! Have you just completely lost your mind?"

"Well," Fran defended herself, "she is blonde, and she can maybe be negotiated with…."

Niles sighed as he put away the last of the groceries. Talk about being stuck between a rock and a hard place. Or, more appropriately, between the Iron Maiden and Chinese Water Torture. But the die had been cast, Katharine and her husband were coming over expecting to meet his wife. He had little choice but to approach the Ice Queen with a proposition of some sort. He shuddered to think at what he'd have to offer in exchange for her participation.

C.C. Babcock strode into the Sheffield house the next morning with her usual air of confidence and disdain. She headed towards Maxwell's office and barked over her shoulder, "Tea with lemon, Hazel."

Niles stood outside of the office door with tray in hand for several minutes, mustering up his courage. He finally stepped inside, and then served C.C. with a flourish.

"How are you this fine morning, Miss Babcock?" he asked as he poured milk into her cup.

"How am I? How are you? Are you hungover or something that you even bother to ask? Or did you break some priceless piece of sculpture while dusting?" She cocked a skeptical eye at him.

"Just making conversation," he mumbled as he turned and started to leave the room. He stopped in the doorway and turned around. He walked back to stand in front of C.C. as she sat on the sofa.

"Miss Babcock, may I have a word with you?"

"If you actually know a word, sure, go ahead. Need a thesaurus?"

Niles literally bit his tongue and refrained from making a snide comeback. "I have….a…. a bit of a problem, and I'd like to enlist your help."

C.C. started to say something, but he cut her off. "I'm prepared to pay whatever price you command. I'll be your personal servant, I'll refrain from any cutting remarks, I'll clean up after Chester. You name it."

C.C. sat upright with attention and scooted forward on the sofa. "Go on, Butler Boy."

Niles closed his eyes and sighed so heavily his shoulders heaved. "I happened to meet an old acquaintance of mine today, and through no fault of my own, she has been led to believe that I'm not only married, I'm also a successful theatrical agent."

C.C. was almost literally licking her lips with the delicious irony of it all. "And…?"

"And…I'd be most obliged if you'd participate in this charade and pretend to be my wife for just one evening. They're coming here for dinner tomorrow…" He looked at his feet as he spoke.

"And, pray tell, why on God's green Earth should I deign to help a Toilet Duck?"

Niles finally looked up and met her eye to eye. "I don't know. There's no 'should.' Truth be told, I wasn't the one that initially created this charade. But once it started, I found it hard to reveal the truth. You see, this girl was once a maid…and I happened to bump into her today, and she's married to an Earl, and…." his voice drifted off, as did his glance.

"How did you know her? An old girlfriend?" C.C. didn't even know why she cared; the question burst forth before she could stop it.

Niles looked up at her and sighed. "Sort of. She was a maid back when I was working in service for the Duke of Salisbury. There was…an attraction….but she eventually told me that her sights were set higher…she didn't want to marry a butler…."

C.C. was silent for a moment. She felt a stab of guilt to her heart. For some unknown reason, she was angry at this woman who would turn down Niles just because he was a butler. Yet, didn't she herself feel the same way…? But Niles was such a decent, intelligent, funny, handsome man… How could any woman not see what a "catch" he was. But not for a Babcock. Oh, thoughts, go away, she silently told her brain.

"So she's married to an Earl? That makes her a so-called Lady?" C.C. asked.

"Technically, yes," he replied.

"Well," she drawled, considering the situation, "there's nothing better I like than showing someone up. She thinks she's something other than else? We'll show her what class and style really are."

"You mean…?"

"Yes, I mean. Of course, you'll owe me Big Time, Butler Boy, and I haven't decided quite how yet. But I will call in that promissory note one day soon, no doubt about that."

"Thank you, thank you, Miss Babcock," Niles said, awkwardly reaching out and shaking her hand. "Whatever I can do…"

"Well, for starters, you'd better get used to calling me C.C. in front of your friends," she advised. She started mentally checking off a "to do" list. "If you don't have an Armani suit, get one of Maxwell's out of the closet. I know you invited them to dinner here, but we'll make excuses and take them out to Lutece. We can't have you driving, so I'll make arrangements for a limo and driver…" Her voice drifted off as she started making notes in her Day Planner. Niles smiled inwardly; this was the C.C. Babcock he knew; confident, decisive, in charge. He breathed a silent prayer that the next evening would go well, and that he wouldn't later be forced to, say, dress like Little Bo Peep for Miss Babcock in repayment…..