Disclaimer: Don't own it, just wrote it. Had a great time doing it! No offense intended.

Authors Note: This story is NOT a continuation of "The Big Night". It is a separate story, although it does take place around the same time.

"Aunt Frieda Needs A Hand"

"I need a job," Fran said wistfully.

"Excuse me, Miss Fine but don't you have one already?"

Niles and Fran were enjoying their afternoon "gab session" before the kids came home from school and Maxwell came home from the theater.

"Oh Niles, yah I do, but the kids are getting older now and don't need me as much. I've just been feeling a little restless lately and I guess I'm looking for something new to pour my energies into."

"Hmmmm, feeling a little restless and needing something to 'pour' your energies into? Have you thought about asking Mr. Sheffield to help you out with that?" teased Niles.

"Oh aren't you funny Mr. Comic. Don't quit your day job!" Fran knew he was just teasing, but for some reason his comment hadn't seemed very amusing.

Niles heard the tension in Fran's voice and saw the dark cloud pass over her face. He was a smart man and knew when he better back off. He'd seen that look on her face before, usually right before she launched into someone, giving them a good piece of her mind. "Oh I'm sorry Miss Fine, without Miss Babcock around for me to bother, I guess I'm just trying to fill the void." He smiled at her and gave her a wink.

"And when does our little ray of sunshine get back anyway?"

"Not for another week. She's out scouting talent for their new play." Niles actually sounded upset at this prospect so Fran tried to cheer him up a bit.

"Well friend, then I guess you get me for another whole week. What should we talk about now? The fact that I'm still single? How about me having no kids? Oh and there's always the lack of a challenging career, that's usually good for a line or two." She gave him a playful jab in the arm and winked back at him, letting him know she was just giving him a hard time.

Niles smiled at her and said "No, Miss Fine. I can't tease you like I do Miss Babcock. I like you too much. We're buddies."

Fran chuckled. She wasn't sure what was more comical, the fact Niles was hinting he didn't like Miss Babcock or the way 'buddies' sounded with his proper English accent.

"Well chum, I was serious before. I really need to find a hobby or something new to spark my interest. I feel like I've been in a real rut lately."

Niles opened his mouth to respond, but never got the chance as a rather loud "NILES" came from the living room. Maxwell was home and he sounded a tad perturbed.

"And the master of the house returns…" Niles sighed.

"And that ends our chat fest today, little buddy. We'll pick this conversation up tomorrow my friend". Fran gave him a quick pat on the hand and headed up the back stairs, presumably to her room.

"And where do you think you're going?" he called after her.

"Are you kidding?" she called back over her shoulder. "He sounds like he's in a real winner of a mood. He's all yours."

Fran, congratulating herself on getting out of the kitchen before Maxwell and his bad mood arrived, was just settling down to take the latest survey in her new Cosmo magazine when her phone rang.

"Hello?"

"Hiya Frannie, it's Aunt Frieda."

Oy, Aunt Frieda? This couldn't be good. Aunt Frieda only called when she had a problem or an emergency. Fran wasn't so sure she could handle either today.

"Hi Aunt Frieda, what's up?"

"Well Frannie, I need your help. Can you meet me for coffee tomorrow afternoon? This isn't really something we can discuss on the phone."

Uh-oh, this sounded serious. Since when did her Aunt Frieda feel shy about sharing information on the phone? Usually when she called, Fran was on the phone for a good hour. "Ummm, I don't know Frieda. Tomorrow?"

"Please Franela darling, I really need your help."

"Oh, all right Aunt Frieda, what time and where?"

"Joey's Bistro in Queens at 4:00."

"Okay Aunt Frieda, see you then."

As Fran hung up the phone, she wondered – what mess had Frieda gotten herself into now and what major miracle was she going to have to pull out of her hat to get her out of it?

Joey's Bistro was packed. Luckily, Aunt Frieda was not a woman to get lost in a crowd. Let's face it, this woman was BIG. Big hair, big voice, big heart. And, despite popular opinion, she wasn't overweight, she was just "big boned."

Frieda waved Fran over to her table, giving her a big hug when she got there.

"Fran darling, thanks for coming."

A hug from Frieda always knocked the wind out of a person so as soon as Fran caught her breath, she replied "Hello Aunt Frieda. So what's the emergency?"

"Well sweetie, it's like this. I kinda bought a nightclub, and I'm trying…"

"Wait a minute" Fran interrupted. "You kinda bought a nightclub? How do you 'kinda' buy a nightclub? What, was Lohman's having a sale? A two-for-one special on negligees and nightclubs if you buy 'em before 5:00 pm?"

"Oh Fran darling, don't be such a meshugeneh. You know my darling Fred has money to burn. We were out for a walk one day and saw this "For Sale" sign in a window. I mentioned to Fred how I wanted to get back into the nightclub business. You remember the other one I had, the one where we had Maggie's sweet sixteen party? Well anyway, before I knew it, we were calling the number on the sign and making an offer. That Fred is such a sweet man."

"Okay, great, you own a nightclub again." Fran sighed; this wasn't going to be good, she could just feel it. "So what's the emergency?"

"Well, opening night is four weeks from now and it's nowhere near ready. I need someone with a ton of creative energy to help me get this place ready to go," and with this Frieda looked hopefully at Fran.

"Wow Frieda, are you serious? That sounds like a lot of work. And, a 'ton' of creative energy? Hey, I admit I'm as creative as the next gal, but I've never attempted something like this before. Why me?"

"What, are you kidding me? Who do I know that has more style and flair than my lovely niece Fran?" Frieda patted her hand comfortingly.

Fran still wasn't convinced. But, the little voice in her head spoke up "Hey, isn't this what you were just talking to Niles about yesterday? Didn't you want something new to 'pour your energies into'?"

Well talking about wanting something and then actually following through with getting it were two different things. She couldn't pull off something this big could she? What if she failed? What if opening night were a big flop? Could she live with that kind of embarrassment? Good lord, what would Mr. Sheffield say if he knew she was even considering an opportunity like this?

"Fran? Hey Fran, did you hear what I just said?"

"Ouch!" Fran grabbed her arm as Frieda had smacked her there to get her attention.

"I said, the place is just around the corner. Why don't you come with me, take a look at it and then make your decision, eh?" Frieda was getting up out of her chair now and grabbing Fran by the elbow, hoisting her out of her seat as well.

"Oh, all right Frieda, but I still think you're crazy."

"Yah, ain't it great?" And with a big smile and an even bigger hug, Frieda led Fran out of the bistro.

The cab ride home was quick and confused. Time seemed to speed up along with all the thoughts rattling around her brain. Fran was less than impressed with the current condition of Frieda's "new" nightclub. Now she knew exactly why Frieda was so worried about opening night in four weeks. The place was a mess! It would take several days just to clean out the dust and cobwebs.

But, she had seen the eager look in Frieda's eyes when they'd walked in the front door. She had even felt the tingle of excitement begin to burn a tiny flame in her own chest as she tried to look around the place and see the possibilities. Fran had always been one to throw a good party, why should this be any different?

If she were going to pull this off, Fran would have to get organized. Helping Aunt Frieda with her grand opening in addition to fulfilling her responsibilities with the children was not going to be easy.

Oh God, the children! Fran groaned silently and closed her eyes. Maxwell was never going to go for this. He'd worry the children's care would suffer, he'd worry she could never do something like this. Hell, he'd just plain worry. How in the world was she going to approach him with this one?

Fran didn't have an answer by the time she got home. Niles and the children met her at the door as she came in.

"Hi Fran" they said, in unison.

"Hey gang. What's the rush? Where ya going?"

Maggie replied, "The movies, want to come along?"

Niles interrupted before Fran could answer. "Oh come on children, let's allow Fran an evening off, shall we?" He gave her a quick smile and said, "She deserves a little time to herself. Your father is busy with work in his study and with us out of the house, she'll have the place practically to herself." And with that he nudged the children out of the house, turned back to Fran briefly, gave her a wink and said…

"Okay buddy, this evening is on me. He's in his office and he's in a good mood. Make the most of it!"

Fran smiled at the retreating group, shut the door and sighed to herself.

An hour later, after changing into her "comfy" clothes and pacing her room back and forth at least a hundred times, Fran decided it was now or never and headed downstairs to find Mr. Sheffield and tell him about her new project. His office door was open, so she didn't bother knocking and just walked in. He looked up as he heard her enter.

"Oh hello Miss Fine, I didn't realize you were home."

"Yah, I snuck in about an hour ago. Met the kids and Niles on their way out the door."

"Yes, Niles seemed to think it was a good idea to give you some free time tonight, so he volunteered to take the children out for a while. He seemed to think you might be a little down Miss Fine. Is everything okay?"

Fran was startled by his question. Mr. Sheffield had been so busy with his play lately; he hadn't given her much notice. His sudden concern for her emotional well-being caught her off guard. For some reason, she didn't feel like explaining her recent feelings of frustration. Especially since he, or more to the point, his lack of interest in her, had been the cause. So, she put on a bright smile and said, "Oh no Mr. Sheffield, I'm fine. Niles must have been mistaken."

Maxwell's eyes narrowed as he searched her face for a moment, trying to determine if she was telling him the truth. "Are you sure Miss Fine? I admit Niles is a bit of a yenta, but he's usually quite adept at reading other people's moods."

"Nope, all good. So, how's the new play coming?"

Maxwell hesitated before answering. He was willing to bet Miss Fine was flat out lying to him. That bothered him. Normally she was very open (too open) about how she was feeling. Why would she hide the fact she was depressed? Was he the cause? After that blasted Paris incident, things had been so awkward between them, even after their "friends" discussion.

And then, realizing he hadn't answered her, said "Oh the play is coming along fine. We're quite a ways off from opening night, so the stress really hasn't hit full force yet."

"Oh good, we've got a few more weeks of smooth sailing around here before the waters get rough then." Giving him a wink, she got up, walked around his desk, hopped on top and said "The calm before the storm, so to speak, eh?"

Normally Maxwell would have been slightly offended at her teasing but tonight it just amused him and he gave her a big smile and said "Yep, so you better watch your step or I might just have to make you walk the plank!"

They both laughed at his comment. It seemed to break the tension in the room. Fran decided she better just come out with it. "Mr. Sheffield, I have a favor to ask."

"Ask away."

"I had coffee with Aunt Frieda today and she asked me to help her with a project over the next few weeks."

"What kind of project? How will it affect your schedule here?"

Here we go, she thought. Fran hurried on, "I can arrange my help for Aunt Frieda around my schedule here. I'd help her during the day when the children were at school and if needed in the evenings after they had gone to bed and only if Niles were here as a back-up."

"Hmmmm, I don't know Miss Fine. That sounds like a pretty hectic schedule. Are you sure you can handle that? What's the project all about?"

"Mr. Sheffield, I can handle it. And, at the first instance of you feeling like I'm not keeping up with my duties here, I'll quit Frieda's project immediately. As for what the project's about, I'd rather not say at this point if you don't mind." Why was she not telling him about the nightclub? Was she afraid he might laugh?

"Okay Miss Fine. Agreed. But, at the first hint of trouble here at home we'll have to discuss your continuation with this 'project', all right?"

"Oh thank you Mr. Sheffield." Fran jumped off his desk and leaned over to give him a big hug. She'd done it before she realized it and once she had her arms around his neck panicked that maybe this had not been such a good idea. Being this close to him only served to bring back how painfully obvious it was they were no closer to resolving their relationship issues. The Paris incident had been several weeks ago, but things were still strained between them.

But once there, she had to stop and admit how good it felt to have his arms around her, even if it was just a friendly hug. She gave a great sigh and stood up, planning to excuse herself and leave him to his work but he stopped her, catching her hand in his.

As he stood up, he said "You know Miss Fine, I've known you for a few years now and I think I can tell when something's bothering you. I really wish you would talk to me."

Fran saw the concern in his eyes and almost relented. It would be so nice to lay her head on his broad shoulders and pour her heart out to him. But considering he was the cause of her depression, she held back. Instead she simply replied, "Thanks Mr. Sheffield, but really I'm okay. I'm a little tired this week so maybe I haven't been my usual 'bubbly' self. Nothing a good night's sleep can't cure."

And then he really surprised her. He leaned down, gently kissed her on the lips and said "I'm sorry you're feeling a little 'tired' this week and I wish you sweet dreams." His emphasis on the word tired let her know he wasn't buying her story but that he was letting her off the hook for now. With sheer force of will, she let go of his hand, backed away, mumbled "Good Night" and all but ran out of the room.

The next four weeks passed in a blur. Fran spent all of her days (while the kids were in school) and most of the evenings (after the kids went to bed) working with Frieda getting the nightclub ready to go. There were decorators to meet with, staff to hire, supplies to order, menus to plan and opening night entertainment to find. And while Fran was thoroughly enjoying her new "job", deep down she really missed Mr. Sheffield, the kids and Niles.

The only time she saw the people she lived with was at breakfast and dinner and when she helped the kids with their homework and evening activities. Mr. Sheffield was working on his new play and half the time wasn't home at night for dinner. Needless to say, neither Fran nor Max had much time during those four weeks to dwell on their unresolved feelings for each other.

It was well past midnight the night before the grand opening of Frieda's club when Fran wearily got out of the cab and headed for the front door of the mansion. She quietly let herself in, hung up her coat and, her tired legs talking her into it, bypassed the stairs and headed straight for the couch in the living room. "I'll just sit here for a little bit and then try and make it upstairs," she thought. As she sunk into the cushions, she let out a deep sigh and laid her head back. In minutes she was asleep.

Max parked the car and shut the engine off, rubbing his eyes to try and clear the fatigue from them. Lord he was tired! These last few weeks had been terribly busy. He didn't know if he was coming or going anymore. And, to top it off, he thoroughly missed Miss Fine. This blasted project of her Aunt Frieda's had her burning the candle at both ends. He wasn't used to her not being there for him, no not him, not being there for the kids. Then, the voice in his head piped up with "Oh come off it Max, she's taken care of the kids wonderfully these past four weeks. You're just frustrated because she's not around for you to flirt with."

"Oh shut up you infernal pest!" Max slammed the car door and headed for the house. He let himself in, hung up his coat and headed for his office, planning on getting a few things tidied up before heading to bed. As he passed the couch, he glanced down, stopped and stared. Miss Fine was stretched out on the couch, completely asleep.

What was she doing down here? Why wasn't she in her bed sleeping? Was she okay? Should he wake her? He sat down on the coffee table and glanced at her peacefully sleeping form.

My God she was beautiful. Lying on her side, with her hands tucked under her face, just like how a child slept. She looked so small and vulnerable. He had to fight an overwhelming urge to gather her up in his arms and hold her close. Before he could stop himself, his hand reached out to brush a stray tendril of hair off her forehead. It was the slightest of touches, but he felt Fran stir. He froze, not wanting her to wake up and find him watching her.

Fran turned onto her back in her sleep as she felt someone brush her hair back. When had she fallen asleep? Was she dreaming? Trying to clear the fog in her brain, she stirred, trying to wake up.

As Fran turned onto her back in her sleep, Max's hand slipped from her hair to her cheek. Again, unable to control himself, he stroked the smooth surface and sighed deeply. What he would give to be able to conquer his fear of openly loving this woman. For now, he had that desire deeply buried inside, so deep at times he wondered if he would ever be brave enough to act on his urges. It was times like these, as he sat and watched her sleeping, which gave him hope. Times when he came so close to acting on his feelings. As he continued to stroke her cheek and then let his hand start to trail down her neck, Fran moaned in her sleep and he saw her trying to bring herself fully awake. He quickly withdrew his hand and leaned back. He didn't want her first conscious realization to be a vision of him hovering over her.

Fran was having the most delicious dream as she tried to wake up. Mr. Sheffield was with her and caressing her face, looking at her as if he wanted nothing more than to kiss her. What a way to wake up she thought. She finally forced herself to open her eyes and found Mr. Sheffield sitting on the coffee table not two feet from her, looking like a little boy who'd been caught with his hand in the cookie jar.

Disoriented, she sat up quickly. "Oh Mr. Sheffield you startled me! What time is it? I just sat down for a minute and I must have fallen asleep. Am I late for something with the children?" Fran frantically tried to clear her foggy brain and figure out where she was. She was so tired.

Maxwell laid a hand on her arm to get her attention. "Miss Fine, it's all right, you simply fell asleep on the couch. It's almost 1:00 in the morning. How long have you been here? Are you okay?"

Fran, finally realizing where she was and what was going on, replied "Wow, I haven't been home longer than 15 minutes or so and I feel like I've been asleep for a good two hours. I was having the most wonderful dream when you woke me up, I mean when I woke up, when you and I…." She trailed off, unsure now of what was dream and what had actually happened.

Maxwell quickly changed the subject, "And how are feeling? Don't take this the wrong way or anything, but you look like hell."

Fran gave him a disgusted look and said, "Now how in the world would I ever take that the wrong way?"

"Miss Fine, you know what I," Maxwell began.

She held up a hand to stop him and sighed. "Yes, I know what you meant. I'm just tired, that's all." Her stomach chose to let out a rather noticeable growl at that moment and she added, a bit embarrassed, "And apparently hungry."

"I'm sure you are. When I called and talked to Niles earlier this evening to check on the children, he mentioned he hadn't seen you eat a meal since breakfast. Have you really gone all day without eating?"

Fran sat and thought for a moment and then nodded her head and then said, "You know, I think he's right. Wow, that has to be a first!" She tried to give Mr. Sheffield an unconcerned smile but a huge yawn she just couldn't hold back interrupted it.

Maxwell, noticing the dark circles under her eyes, stood up abruptly and said "That's it Miss Fine, I haven't wanted to say anything but I'm really starting to worry about you and this 'project' of your Aunt Frieda's. I'm not so sure it's a good idea for you to continue with it."

"Now wait a minute" Fran stood up suddenly and nearly lost her balance. Whoa, she was more tired and hungry than she thought. As she nearly fell over, she reached out for Mr. Sheffield's arm to find it was already catching her around the waist. The momentum of him stopping her fall made her fall not on the floor, but against his chest instead. Startled, she looked up at him to continue her sentence. Why was he looking at her like that? She tried to read the emotions in his face but found her mind wandering to how solid his chest felt and how wonderfully strong his arms felt around her body. She sighed and laid her head on his chest. Maybe she could use this "tired and hungry" thing to her advantage.

His voice came softly down and interrupted her thoughts. "You were saying, Miss Fine?" His voice was quieter, deeper than it was before.

"Okay, so I could use a quick bite. And 15 hours of uninterrupted sleep. And a nice hot bath followed by a massage. And…" She smiled into his chest, fighting the urge to look up in his face and see the reaction her words were having first hand. She knew she was having an effect, because the minute she had gotten to the bath part, she felt his body tense and heard his quick intake of breath. He was imagining her in a tub, she'd bet money on it. Mmmmmm, she could almost forget her exhaustion and hunger with a fantasy like that.

Max knew he was in trouble the minute Fran fell into his arms. And when she started talking about taking a bath, all he could picture in his mind was how she would look in his tub, her hair pinned up enough to keep it out of the water, except for the few strands that always seemed to fall down, daring him to catch them in his fingers. He could see it so clearly in his mind, her graceful shoulders and neck just above the water's edge, tiny beads of water clinging to the smooth skin he dreamed about. Oh how he envied those water droplets. To be able to cling to her skin that closely and then let yourself run down when you just couldn't hold on any longer. His body tensed and he caught his breath. He couldn't do this. He had to pull away from her before it was too late. If he allowed his mind to wander any farther, he was quite certain they would both be on the couch in a matter of moments and he'd be willing to bet neither of them would remember how tired they both were.

And then something happened which broke apart the last brick he had left in his wall of resolve. Fran, apparently lost in her own thoughts, snuggled in closer to his chest and said "Mmmmm." Apparently her mind was lost in its' own fantasy, just as his was.

He tipped her chin up and for a brief second caught the surprised look in her eyes before his lips claimed hers. Good, he'd caught her off guard. He wanted to control this moment. So many times she made the first move, it was nice to be the initiator for a change. Her lips were soft and willing under his. She tasted warm and comforting. His tongue darted out and he slowly, oh so slowly traced the outline of her bottom lip with it, enjoying the obvious reaction he was having on her. He hadn't thought it possible, but she pressed herself even more closely to him, until he was painfully aware of how close she'd really gotten. A groan came from deep in his throat and met the one she offered up at the exact same moment.

His blood was on fire, surging through his veins until he thought he might pass out. Her hands had moved from the front of his chest to his back and were sliding dangerously lower until they came to rest at his hips. He knew what was coming and for once in his life consciously decided to let it happen. Why fight the inevitable? His kiss deepened and as his tongue came out again he found hers waiting for him and as they met, felt her hands pull his hips into hers until there was literally not one inch of their bodies not in immediate contact.

This time it wasn't Fran who swayed on her feet, but Max. Never before had he allowed their bodies to get this close. He was drowning in his desire for her, losing himself in her warmth, coming alive again at her touch. It scared him. Losing control had never been something Maxwell Sheffield had been comfortable with. Comfortable hell, it completely unnerved him. Somewhere in the back of his brain, that old fear of losing control started to take hold and he found himself breaking off the kiss. His forehead resting against hers, he said, "You know Miss Fine, sometimes you are just so damn difficult to resist."

It took a minute for Fran to respond and that pleased him immensely. She was as caught up in the moment as he had been. Her hesitation gave him time to get his breathing and his desire under control.

"Well Mr. Sheffield you have a gift for understatement, that's for sure. You know, I think I really am hungry. And, considering I'm probably not going to get my first choice off the menu tonight," boldly looking him up and down with a small smile and a wink, "I guess I'll just have to see what Niles left in the fridge." With that she disentangled herself from his arms and walked towards the kitchen.

Maxwell had been taken back by the naked desire for him he saw in her eyes. He knew she wanted him, knew he wanted her even more so. But, to see her look at him like a woman who wanted nothing better than to slowly take his clothes off and have her way with him right there on the living room floor was another thing altogether. He closed his eyes tightly and willed his body to not respond. Moments later, feeling a bit more in control, he followed her to the kitchen.

She was well into a plate of fruit and cheese when he got there, obviously enjoying herself.

"Hungry?" she asked.

He pulled up a chair, "Sure. Got anything I'd be interested in?" Good lord, could he not go five minutes without flirting with her?

She laughed and said, "Well that seems to be up for debate. But, taking a guess that you meant food and not something else, I'd have to say I'm sure, if you look closely enough, there will be something on this plate worth sinking your teeth into."

He laughed as well and said "Touche, Miss Fine."

As they both tucked into the well laden plate before them, he asked "So, when are you going to tell me about this mystery 'project' you've been working on so diligently?"

Fran hesitated. Why was she afraid to tell him? Would he laugh? Would he tell her she was silly for even trying it?

"Are you afraid to tell me?" he asked.

That did it. She had to tell him now. There was no way she wanted him to think she wasn't sure of herself. Men respected a woman who was confident of her abilities. She took a deep breath and told him all about her conversation with Frieda, the nightclub, what she'd been doing over the last four weeks and all about the grand opening tomorrow.

Max sat there, quietly, and listened to her talk. He could tell she was nervous at the beginning, but as her story went on, she became more confident until at the end she even approached triumphant. He looked into her eyes, which had now lost their tired cast and saw the strength and pride there and literally felt his heart turn over in his chest. She was the most amazing woman he had ever met. How she had managed all that and had still been there for the children during those four weeks was nothing short of a miracle.

He grabbed her hand in his and said, "That's amazing. I can't believe you've accomplished all of that in just four weeks. Frieda doesn't know how lucky she is!"

Fran simply stared at him for a moment and then leaned in to give him a quick hug. "Oh thank you Mr. Sheffield. That means a lot to me. I've really wanted to do something more with my life recently and Frieda's offer seemed to come just at the right moment. I mean, don't get me wrong, I love the children and really enjoy being with them. It's just that they're getting older and don't need me as much. I needed to find something meaningful to pursue. To see if I could really do something no one would ever think I could."

Maxwell got up to put the remainder of their feast back in the fridge, shut the door, and with his back to her, said quietly "I for one have always thought that you, of all people, could do anything you set your mind and heart to. You are one of the strongest people I know and I want you to know Frieda may not know how lucky she is, but I know how lucky this family is to have you in our lives."

Fran stared at his back for a long moment. She knew it had taken a lot for him to admit that to her. He hadn't been able to say it to her face, but he had said it and that meant the world to her at this moment. He hadn't laughed or told her she was nuts. She got up, walked over to him and leaned in to kiss him briefly. She didn't linger, she didn't push for more than just an innocent kiss and when she pulled away simply said, "You know Mr. Sheffield, sometimes you are just so damn difficult to resist."

He chuckled at her use of his words and hugged her quickly. "Could I come to the grand opening tomorrow night?"

"You really want to?"

"Sure. Unless of course you think I might be too much of a dud at your hip, new club scene. I mean, I'm not as young as your target audience, I think."

"Oh, but being older just means you're more experienced and skillful in the endeavors you pursue," Fran replied, giving him playful wink and a nudge. Max smiled at her, thinking how much he'd love to show her just how skillful he could be.

Fran went on, "I'd love it if you came tomorrow. I'll write out the directions to the club so you can meet me there. I'll have to be there early to make sure everything is ready, but don't worry, I'll find you in line and make sure you get escorted to the private, VIP lounge."

As they headed up the stairs to finally give in to their exhaustion, he said, "Private VIP lounge? Do VIPs get special benefits?"

"Oh, if you only knew Mr. Sheffield. If you only knew."

Max had found Frieda's club without too much difficulty. Finding a place to park had been the bigger problem. There were cars and people everywhere! He thought Fran had been joking about finding him in line, but when he rounded the corner and ran into the wall of people outside the club, he realized she had been completely serious. Smiling to himself, he leaned against the outer wall of the club, settling in to wait on his "escort" to find him.

As he watched the people milling around him, he was very glad he had chosen to go extremely casual with his clothing tonight. At the last minute he'd changed out of his suit and tie and thrown on a pair of old, faded blue jeans, a simple black t-shirt and his much loved, but not often worn, leather jacket. Much of the crowd appeared younger than he was, and dressed as casual as he was.

The crowd's excitement began to grow as music from inside the club began to get louder and spill out of the open windows. It was then that Max noticed the spotlights for the first time. Two big spotlights had been set out in front of the club, beckoning partygoers to its doors. Nice marketing ploy, Miss Fine, he thought. Very nice touch. As the music got louder, one of the spotlights found its' way to a second level balcony where a young woman stood, apparently ready to make an announcement.

As his eyes followed the beam of light and saw it illuminate the woman, he realized who it was. It was Fran and oh my God, she looked amazing! "No," said the small voice in his head, "she looks HOT!" For once, Max didn't argue with the voice. He had to agree, everything about her visual presence radiated heat throughout his body. His mouth fell open at the sight of her.

She had on a tight black leather vest and black leather hip hugger pants that dipped so low, he was starting to feel his blood pressure rise (among other things) even though he was 50 feet or more away from her. Her hair was big as usual, but not curly as it normally was. Tonight it was sleeker and more tousled and he wasn't quite sure, but thought he could see strands of different colors mixed in with her normal hair color. And my God, was that a spiked collar she had around her neck? Realizing his mouth was still open, he shut it quickly and tore his gaze away from her to check the reactions of the other men in the line.

Many were as open-mouthed as he had just been. Some were whistling or calling out "Yah baby!" as she stood there and waited for the crowd to grow quiet. Max wanted to shout to all of them, "Save your breath, she's with me!" but figured no one would hear him.

As the crowd quieted, she spoke,

"Ladies and gentleman, and all you naughty boys and girls," the crowd roared their approval and she smiled. "Welcome! We're glad to see such a great turnout for our first night. I hope you're ready for an amazing evening and an exciting ride." The crowd got even louder and Max hadn't thought that was possible.

She continued, "We've got a large crowd here this evening, so let me just run through the house rules quickly while I've got your attention."

A loud and rather obnoxious looking man toward the front of the line yelled, "Why don't you just shut up already and let us in, we wanna party!"

Max fought the urge to push his way through the crowd and throttle the obviously drunk sot who had just mouthed off. But, before he could make a move, Fran had handled the situation. "Well, there's one naughty boy who won't be getting in this evening," she said sweetly.

Max saw her look to one of the large men at the front entrance that obviously filled the security quotient of the staff and watched as the man forcibly escorted the loud-mouthed creep from the premises. The remainder of the crowd roared their approval.

"Rule #1 – you must be 21 to enter. And yes, we will be carding you. Rule #2 – you must be polite to the staff and to the other guests. As you can see, I don't take too kindly to rude behavior in this club. Rule #3, the last rule and one of the most important – you must have a good time! Any club member found to be frowning or not enjoying themselves will be dealt with severely."

Maxwell literally felt the crowd's energy level rise with each rule she laid down. Oh, if he made it through tonight without losing control, it would be a bloody miracle.

"Okay folks, that's it. The doors will be opening in a few moments, so please be patient, don't crowd the others around you. You'll all get in this evening, I promise, so let's be nice to each other while we wait okay?" She disappeared from the balcony and the spotlights went back to randomly roving through the crowd.

The large security man from the front door started patrolling the line, apparently looking for someone in particular. When his eyes lay upon Maxwell, he walked over and said "Mr. Sheffield?"

"Yes, that's me."

"Miss Fine told me to find you and have you come with me. She doesn't want you to wait in line, she wants you escorted directly to the VIP lounge."

"Lead the way my good man, lead the way." Maxwell fought back the rising excitement building in his chest. In a matter of moments he would be inside and much closer to the woman who had just enthralled a crowd and completely captivated him.

The VIP lounge turned out to be a balcony area accessible through a door which had its' own security guard. The balcony looked out over the dance floor and the dj booth, which was in the balcony directly opposite the lounge. When Max was escorted in, the lounge was empty, except for several small tables, comfy chairs and even a couch or two. He noticed a mini bar on the wall opposite the door and headed over to it, prepared to pour himself a very strong Scotch with very little soda. Something told him he was going to need the steely reserve only a couple of good stiff drinks could bring him if he expected to last the night. After he slammed his first drink, he shrugged out of his coat, and prepared to pour himself another one.

The music was so loud he never heard the door open, never heard her come up behind him. He nearly dropped his glass when he felt her hands circle him from behind and felt her press her leather-clad chest into his back.

"Drinking already Mr. Sheffield? That can't be a good sign."

She was teasing him. In every way possible, from her damn outfit, to her sultry voice, to her innocent, but not so innocent question. He slammed the second drink and slowly turned around so that instead of his back, it was his chest that got the pleasure of pressing up against hers. He put his arms around her, pinning her arms to her sides so there was no way she could squirm out of his reach. He leaned down to kiss her. It wasn't a long kiss but it was intense, his tongue coming out to meet hers instantly. For the few seconds it lasted, it still put them both out of breath.

"Actually Miss Fine, my having a drink this early in the evening is a very good sign. I tend to loosen up a bit after having a drink or two."

"Well by all means Mr. Sheffield, have another. The drinks are on me tonight." She made a move as if to pull away, but he held her closer, leaned over and whispered in her ear, his lips nibbling at her earlobe. "Where on earth did you find an outfit like that and do you have any idea what it's doing to me?"

Fran let out a low, throaty laugh and replied, "A) That's my little secret and B) I'd like to think it's me having that effect on you, not the clothes I'm wearing!"

As he pulled away to look at her, he said, "Trust me Miss Fine, I'm admiring everything about you tonight, not just your clothes."

She smiled at the obvious desire for her reflected in his eyes and said, "Right back at ya babe. You really need to wear jeans more often, those suits just don't show off your attributes nearly as well." Not giving him time to act on her bold comment, she pulled him over to the balcony and said, "So what do you think? Did we do good?"

This time it was he who came up behind her to hug her from behind, trying not to notice how well her body fit to his. "Miss Fine, judging by the crowd and their enthusiasm, I'd say you did very good. Very impressive."

"Thanks!"

He leaned down again to whisper in her ear, "Do you know you had every man in that line in the palm of your hand when you made your grand entrance tonight? I wanted to tell the whole lot of them to shove off, but then I realized it didn't make any difference."

He felt her stiffen at his words but couldn't resist teasing her a bit. It was only fair; she was most certainly teasing him.

She rounded on him, poked his chest with her finger and said "Oh really, it didn't make any difference did it?" God she was beautiful when she was angry.

"Nope, it didn't. You want to know why?" With this last question he brought his face down to her level and hovered just above her, ready to kiss her, but holding out just to tease her a bit more. Oh, how he was enjoying this.

Fran's breath caught in her throat and she held it. His mouth was so close to hers. She could feel his warm breath caressing her cheek, could smell the slight trace of Scotch that lingered there. She closed her eyes and didn't dare look into his, afraid of what she might see there. Without looking at him she said, so quiet he almost didn't hear her, "Oh I most definitely want to know why."

Right before his lips claimed hers in a crushing kiss, he said "Because, I know for a fact that you're coming home with me tonight."

Fran let his words and his kiss wash over her. She was lost in his arms, giving in to all of the frustration and the tension that had consumed her these past few weeks. Soon she was kissing him back with a passion even she hadn't known she possessed.

A persistent knock at the door brought them back to their senses. The security guard leaned in and said, "Miss Fine, sorry to bother ya, but Frieda says she needs you down at the bar."

"Oy, that woman has lousy timing," Fran muttered.

Max, trying to steady his out of control heart rate replied, "Well, you are supposed to be working tonight."

"Yah, I guess you're right. You want to come down to the bar with me or stay up here where it's safe?" Fran grinned at him and Max knew she wasn't referring to the bar area being unsafe, but his being in close proximity to her.

"I've spent the majority of my life playing it safe. I think tonight I'll try the dangerous route. Lead the way Miss Fine, I'll follow you anywhere."

The bar was one crowded and noisy place. Maxwell found a bar stool at the far end of the bar which turned out to be the perfect spot to watch Miss Fine work. Apparently one of the bartenders had been in a minor car accident on the way to work and Frieda needed Fran to "fill in." Maxwell had no idea Miss Fine could mix drinks, but as he watched her work, he realized even after all the years he'd known her, there were still things about Miss Fine of which he had no knowledge. This fact both bothered and intrigued him.

Fran was in her element surrounded by a large, noisy crowd having a good time. And, in her new role as impromptu bartender, she was very much in demand. How much better could it get? Men flirted with her, hoping to get faster service or stronger drinks. Women treated her like their very best girlfriend, hoping for the same. And through it all, she knew he was there, sitting at the corner of the bar, never taking his eyes off her, watching her every move. She found it exciting and held nothing back. She flirted with the men, chatted with the women and made drinks like there was no tomorrow. The dj was spinning out hit after hit, a nice mix of dance tunes with the occasional rock number thrown in just to get the crowd pumped up even more. This was the most fun she'd had in a long time.

Maxwell was not in his element, but he had to admit he was enjoying the view. While he wasn't thrilled at all of the attention Miss Fine was receiving from the men ordering drinks, he loved to watch her work the crowd. That woman had a gift. She could make any man feel like he was the most important man in the room. How many times had she had that effect on him? Too many to count. He didn't know what he would do if she ever left him. And then, a very scary thought entered his brain. What if Miss Fine enjoyed this endeavor so much that she decided to quit and do this full time? How could he compete with something like this? What could he offer her that would entice her to stay? The nagging voice in his head quickly piped up with, "Oh, come on Max old' boy, think about it for a minute. Surely you've got something she wants?" Max shoved the voice aside and caught Fran's eye, raising his glass to show her it was empty. She headed his way.

"Oh Mr. Sheffield, your glass is empty. Let me fix that for you." She poured him another scotch and soda and made to set it before him. As she did so, another bartender accidentally bumped into her as he walked by and the drink she was holding slightly spilled over onto her hand. She set the drink down and reached for a towel but Max caught her hand in his, brought it up to his lips and slowly sucked the alcohol off her fingers. Despite the noise from the crowd and the music, he heard her sharp intake of breath and saw her eyes widen.

Grinning at her mischievously he said, "Sorry Miss Fine, that was good Scotch and I didn't want it to go to waste."

Fran found her voice and replied, "Fine by me Mr. Sheffield. But, I do think I'm going to order you a plate of food to go with all those drinks you're having. Having you loosened up is one thing, having you passed out is another."

"Oh come on Miss Fine, just think, you could have your way with me when I was passed out and I wouldn't even know it." Now where in the hell had that come from? He had to get control of this situation and fast or else he'd end up trying to make love to her in his car before they even made it home. And as much as he was physically very ready for that very scenario, he wasn't sure the messed up emotional part of him would be able to handle the morning after.

Fran stepped up on the bottom ledge of the bar, leaned across until she was mere inches from his face. Looking him directly in the eye, she said huskily, "Trust me, Mr. Sheffield, when I 'have my way with you' as you so eloquently put it, I want you fully awake and aware of everything I do."

Noticing how she had said "when" and not "if", his gaze traveled from her eyes down her graceful neck to the tantalizing cleavage directly below it and back up to her eyes, taking his time and enjoying every moment.

"Then by all means Miss Fine, bring on the food."

The rest of the evening passed innocently enough. Fran was busy behind the bar and Maxwell enjoyed just being near her, watching her work and watching the crowd enjoy themselves. He decided that if he was planning on driving the two of them home, he better lay off the scotch and sodas so he switched to water and made sure to eat the plate of appetizers Fran had brought out for him. The club stayed packed until closing time and even then Fran and the rest of the staff had to herd people out the door.

Fran had intended on staying late to help Frieda with the clean up, but Frieda literally pushed her and Mr. Sheffield out the door saying "Nonsense Fran. I've asked far too much of you these past few weeks. You go on home dear, I'll have the boys clean and lock up." Giving Maxwell a mischievous grin and nudging Fran in the arm she said, "And Fran dear, if you ever want to take a break from that 'nanny gig' you've got going, you come see your Aunt Frieda – you'll always have a place here with us."

Maxwell didn't say anything. He was afraid whatever he would have said wouldn't have come out right, so he thought it best to keep his mouth shut. Fran gave Frieda a quick hug, "Thanks Aunt Frieda. I'll keep that in mind."

Fran and Maxwell walked to the car in silence. As Maxwell leaned down to open her door, Fran caught his arm and said, "Mr. Sheffield, I really want to thank you for coming to the club tonight. It meant a lot to me to have you there. I know I wasn't able to spend as much time with you as I had wanted to, but…" she trailed off, not sure what else to say.

"Miss Fine, I had a wonderful time. After all the opening nights you've attended with me, it's the least I could have done to be there for you tonight. You worked very hard for this evening and it was a smashing success. I'm very proud of you." He gave her a quick hug and helped her into the car. After he had settled himself into the driver's seat he continued with, "And besides, I never would have gotten to see you in that amazing outfit had I not been here. I don't suppose that's one you're going to wear around the house, is it?"

Chuckling, Fran replied, "Uh, no, something tells me as much as Niles and Brighton might appreciate it, this outfit may not be appropriate for my nanny role."

Pulling away from the curb, Maxwell said, "So you're not going to give up the glamour of being my children's nanny to go work for Frieda full time?" Maxwell hadn't wanted to push, but after seeing how excited and happy Fran had been at the club tonight, he was really worried she was going to leave him to pursue this new career. He'd never considered that possibility before and it scared him. Fran didn't respond immediately, and that scared him even more.

Fran let Maxwell's question sink in fully before she answered. Was it just her or did he sound worried? Did he really think she would leave him and the children? Toying with the idea of stringing him along a little bit, she quickly decided not to play with him like that and give him the truth. He had been too supportive of her these past few weeks to mess with him too much.

"You know, I had a great time with Frieda's club, but I don't think I could do it full-time. It's too exhausting. Besides, what would you and the kids and poor Niles do without me? That big house of yours would be entirely too quiet if I wasn't around."

Maxwell let himself breathe again. He hadn't even realized he'd been holding his breath. "You're right Miss Fine, the children and Niles would miss you terribly and the house would seem awfully quiet without you."

"And would it just be Niles and the kids that missed me?"

Taking his eyes off the road for a brief moment, he glanced at her and said, "Oh, rest assured Miss Fine, they wouldn't be the only ones."

Fran smiled and relaxed in her seat a little. She hadn't realized how tense she had been when she'd asked him that question. As she let her head lean back onto the seat, she yawned. "Wow, I didn't realize how tired I was. Now that all the excitement is over, I feel like I could sleep for days!" She yawned again, "My eyes are so tired, I can't even see the road ahead of us, so it's a good thing you're driving."

Maxwell patted her knee and said "Just relax and go to sleep Miss Fine, I'll see you home safely. My eyes are wide open and I can see the road ahead of us just fine."

With a blinding realization as he said the words, Maxwell realized he could see the road ahead of him and Miss Fine very clearly now and he didn't mean the highway either. Something had happened tonight to make him see his relationship with Fran in a whole new light. Maxwell wasn't stupid though, he knew the walls he'd built around his heart when Sara died were still there and his fear of getting hurt again was not going to go away overnight. But, he also knew in his heart (and had finally admitted to himself) that he and Fran were meant to be together. The thought made his heart swell and the tiniest of cracks started to form in the wall that surrounded it.

He glanced over at Fran who had fallen asleep, a soft smile on her face. Taking her hand in his, he brought it to his lips and gently kissed it, saying softly "Thank you for coming into my life."

Fran stirred in her sleep. She was having the best dream. She and Maxwell were walking together down a long road, hand in hand, laughing with each other. He looked happier than she'd ever seen him. She felt happier than she'd ever been before. The kids were there too, ahead of them on the road, waving to them and telling them to hurry up. She couldn't see what was at the end of the road, but for some reason it didn't matter. As long as she and Maxwell were hand in hand, they could handle anything that came their way.

THE END

Author's Notes

The inspiration from this story came from an outfit and a song. Yep, you read right, an outfit and a song. Hey – to each his own, right?

Anyway, In "No Muse Is Good Muse" Fran wore this incredible rocker-chick outfit at the end of the show that totally blew me away. I always wondered what Max thought of that outfit and wanted to come up with a scenario that had him see her in a much more seductive, dangerous light.

And the song was "Saturday Night's Alright (For Fighting)" from the Charlie's Angel II soundtrack. Originally an Elton John tune, Nickelback and Kid Rock redid this version for the soundtrack. Yah, I know, not a real romantic duo, but man it ROCKS and it always puts me in a take-charge kind of mood when I hear it.

I just kept envisioning Fran in this take-charge role wearing this amazing outfit and having Maxwell just completely be in awe of her. Not just for her looks, but for all of her.

Anyhoo, there it is. Now you know the method (or shall I say motivation) to this particular madness of mine…