Disclaimer: I don't own any part of The Nanny…yet.

A/N: This is the first '10' chapters in my 100 chapter response to the '100 Word Challenge'. Let me know what you think…

100 Word Challenge

Chapter 1

'LUST'

All the signs were there. There was a fire in the pit of his stomach and his heart was pounding. Not to mention the awkward feeling just below his belt. "May I help you?"

"I'm here to see Maxwell Sheffield?" The beauty answered. Niles couldn't pull his gaze from her sparkling blue eyes. Her near porcelain skin was glowing from beneath her auburn hair. "I'm CC Babcock…I think he's expecting me."

"I'm Niles, the butler. Just follow me." Niles closed the door and led her to the office, knowing for the rest of his life…it would be him following her…where ever she went.

Chapter 2

'PARK'

Niles sat on the bench watching the children play. It was his day off and it's where he'd go to read or think when he needed to be away from the house. He knew the now blonde beauty was back at the mansion working. She claimed that she dyed her hair auburn to look 'smarter' for college, but it didn't stop Niles from calling her brunette at every turn.

CC made it clear in her first week working for Max that 'Babcock's didn't mix with the help' as she would often refer to him.

Niles sighed as the ball rolled into his feet. "Hey Mister, can you toss us the ball please?" The small boy asked. Niles smiled at the boy and tossed him the ball. "Thanks!"

Niles couldn't help but wonder as he continued watching the boy if he'd ever have children of his own. He doubted it now that his heart belongs to the socialite who is CC Babcock. "I suppose my days in the park are limited to watching other people's children." Niles thought to himself.

Chapter 3

'SECRETS'

"Niles!" Sara called from the dining room.

Niles entered and smiled at his employer and friend. "Yes, Mrs. Sheffield?" Niles couldn't help but smile at Sara Sheffield as she tried to convince Maggie to eat her grilled cheese sandwich.

"I think that Maggie is finished." Sara offered as CC strode through the dining room and past Niles into the den.

Niles sighed as his thoughts wandered. "Aren't we all?" He mumbled but it didn't go unnoticed.

"Why don't you just tell her, Niles?" Sara asked as she lifted Maggie out of her chair. "Go play in your room, Maggie."

"Okay, Mommy." Maggie answered and ran off.

"I'm sorry, Mrs. Sheffield? Tell who what?" Niles asked as he cleared Maggie's lunch away from the table.

Sara shook her head at her friend. "You can't hide it from me, Niles. I've seen that look on your face before, years ago, when Katherine got married. You're in love with CC."

"SSSHHHHHHHHHHHHHH!" Niles nearly leapt at his dear friend. "Don't even say it out loud."

"Niles…" Sara touched his arm softly. "Why don't you just tell her?"

Niles sighed heavily. "Mrs. Sheffield, I appreciate your concern, but Miss Babcock has made it abundantly clear that Babcock's and servants don't mix."

"If you want, I could…" Sara started.

"No…you must promise me you'll never say anything. Please." Niles eyes did the begging for him.

Sara shook her head. "Fine, Niles. I promise not to say a word…but I wish you would." Sara left him to his work and found CC sitting alone in the den. "Hey, CC…why are you sitting out here?"

CC looked up. "Oh, Max is on the phone to London about something and I needed to think."

"What am I going to do with you, CC?" Sara sat next to the woman who was rapidly becoming her dearest friend.

CC frowned at her. "What are you talking about?"

"CC…" Sara touched her leg. "You've been working here a year now…you can't hide it from me you know…it's written all over your face every time he enters a room."

CC's eyes grew very big. "Sara! Max is your husband!"

Sara laughed. "You know very well I don't mean Max, CC. I can see how you look at Niles. Why don't you just give in and tell him how you feel or ask him to have a drink or something?"

"Sara, please. He's your butler…I'm a Babcock…how would it look?" CC put on her best haughty laugh, fake though it was.

"He's one of the most wonderful men I've ever had the pleasure of knowing and some day, hopefully before its too late, you'll realize that too." Sara stood. "I don't care what you say, CC…you can't lie to your heart." Sara started to leave her.

"Sara, wait!" CC stood and grabbed Sara's arm. "You have to promise me you won't say anything…not even to Max."

"So I'm right then…the socialite has it bad for the servant." Sara smirked at her friend.

CC looked genuinely saddened by the realization. "Just promise me you won't say anything."

Sara sighed. "I promise…for now…but someday…"

Chapter 4

'KITCHEN'

"Well, Master Brighton…what do you think?" Niles asked the small boy who sat on the counter next to the tray of cupcakes.

"They're great!" Brighton did his best Tony the Tiger impression almost falling off the counter in the process. "Thanks, Niles." Brighton reached out. Niles picked him up and Brighton wrapped his tiny arms around the man's neck in a huge hug.

CC walked through the door. "Well, what's all this male bonding about?"

"Niles made me cupcakes for my birthday!" Brighton called from his perch in Niles' arms.

"Well, isn't that nice?" CC smiled at him. She never thought of herself in terms of motherhood, but she could definitely tell that Niles had all the makings of one hell of a Daddy.

"Niles is the best!" Brighton wiggled and Niles put him down. "I'm gonna go tell Mommy!" Brighton took off up the back stairs.

Niles went about cleaning up the mess. "You've made him very happy, Niles." CC offered.

"Well, it's the kitchen…" Niles started and their eyes met briefly.

CC couldn't pull herself free of his gaze. "It's where you do your best work?" CC started for the door of the kitchen stopped only by Niles' parting words.

"No…I save that for the bedroom."

Chapter 5

'DUST MOP'

CC sat on the sofa of her apartment re-reading the same page of her romance novel. "Why do I read this drivel?" CC tossed the book aside. "That sort of romance never happens. It's just the work of fiction, the pirate captain and the captured rich girl, or the stable foreman and the cattleman's daughter. Socialites and servants just don't mix. It's not how things work in the real world."

CC took herself to her room and got ready for bed. "I don't know why these things happen to me. In college it was the stable boy at the equestrian center and now it's the dust mop at the boss's house." CC tucked herself into bed and was quickly asleep.

He backed her into the butler's pantry…it was late in the evening and he was on his way upstairs when he spotted her standing over the sink. "Why are you here so late?" His deep voice resonated throughout the tiny area.

"I was working and I guess I lost track of time." She whispered softly in the darkness. She could feel him standing very close…his breath bringing goose bumps to her skin. "I need to leave now. Could you move…please?"

His eyes cut through the darkness like a knife and met hers. "If that's what you really want." He leaned into her just a bit to let her know what he really wanted.

Her natural instincts took over and she knew if she didn't run away now she'd never leave him…and that just wasn't possible. "Get out of my way, Dust Mop." CC shoved him lightly.

"Very well, the Ice Queen has spoken." Niles turned and left her standing in his wake, her breathing was erratic and shallow, but she was still the lady she knew herself to be…sadder perhaps but still in proper standing.

"What the hell was that?" CC shot up in her bed her breathing was just like in the dream, shallow and erratic. "I need a drink."

Chapter 6

'BLUE'

Niles and CC stood in the kitchen nearly growling at each other. It had been a particularly hostile day in the Sheffield house. CC was having a tough time with the choreographer for their new project and Niles had just received another friend's 'birth announcement' making it more and more clear that Niles was missing out on life.

"Look, Hazel, I'm sorry if you are bent out of shape, you still look pretty much round to me. All I asked for was some tea." CC glared at him.

"I told you I would get it." Niles bit back at her. "I had to go to the store. I needed lemons."

CC turned. "Fine, just get it done and bring it to the office."

Niles made quick work of the tea and made his way into the office. "Sir, tea is ready." Niles set the tray on Max's desk and served him and CC their tea. Neither said thank you, nor spoke so much as a word of acknowledgement. "Is there anything else, Sir?"

"No, Niles…you may go." Max didn't mean to be curt or too 'boss like' with Niles. After all, Niles and Max were truly the closest of friends and Max relied more heavily upon Niles than even he knew. But, he was caught up in the work at hand.

Niles tried not to let it get to him, but just couldn't help thinking that if their places were reverse; he'd be a very different kind of 'employer'. Niles left the office and made his way up to his room. He slipped the cassette he'd bought into the player and cued up the song he'd most wanted to hear. Then he just sat back against his headboard and listened, unaware that someone stood just outside his door. She was surprised too when she heard Niles' voice mix with Elton John's

"Blue eyes
Baby's got blue eyes
Like a deep blue sea
On a blue blue day
Blue eyes
Baby's got blue eyes
When the morning comes
I'll be far away
And I say

Blue eyes
Holding back the tears
Holding back the pain
Baby's got blue eyes
And she's alone again

Blue eyes
Baby's got blue eyes
Like a clear blue sky
Watching over me
Blue eyes
Ooh I love blue eyes
When I'm by her side
Where I long to be
I will see

Blue eyes laughing in the sun
Laughing in the rain
Baby's got blue eyes
And I am home, and I am home again

Blue eyes laughing in the sun
Laughing in the rain
Baby's got blue eyes
And I am home again."

"If only she'd actually look at me with those blue eyes and see the man instead of the servant." Niles said as he whipped open the door to his room to find a shocked CC standing there. "Something you need?"

CC couldn't speak at first. She heard the amazing song, and his voice singing it with such passion. Then what he'd said after the song… "I uh…Max needed something. I came up here to find you." CC couldn't meet his eyes…she knew hers would give her away.

"Well, I'd better not keep him waiting…he's the boss." Niles dropped and closed his door behind him as he made his way back down stairs.

CC shook her head. "I wish I could tell you that I not only see the man, but the incredible blue eyes he watches me with as well."

Chapter 7

'BROKEN'

They made their way slowly into the house. It was a dreary day in New York, but even if the sun had been bright in the sky there would've been a cloud hanging over the Sheffield mansion that day. Nothing would make it a 'good day'.

Sara was out running errands and had been hit by a drunk driver. She was killed immediately, but that didn't make it any easier for those who remained. Max was a zombie; he barely spoke and couldn't even look at the children. The children were beyond devastated. Young though they were, they all understood the loss and emptiness they now felt. Maggie lost her best friend. Brighton lost his confidante. Gracie, still so very young, just over a year old would never really know the woman she'd lost that day.

CC had never felt like she belonged anywhere until she met Sara Sheffield. She'd been pulled into the family instantly. They were the closest of friends…closer even that CC was with her sister. Sara kept CC grounded, kept her real, and never let her forget what was important…CC had lost her dearest friend and her compass.

Niles hovered over everyone. After the Westerly's, Sara's parents, returned to Connecticut, and the other 'guests' had left their condolences, it was Niles' job to see to the family. Max didn't get out of bed for a week. The children stayed home from school and CC locked herself away in the office seeing to 'the business'. Niles just went about his day. Taking food to Max, caring for the children as their father seemed still unable to. He held Maggie as she cried, convinced Brighton that Sara would always be with him and gave himself completely to Grace when she raised her arms and asked for mommy. He even took it easy on CC…

It had been a very long day. When Niles finally dropped into his bed he'd realized it had also been his birthday. Sara always remembered, but she was gone now…had it really been two weeks already? Niles leaned against his headboard and wept. He missed his friend, his heart ached for Maxwell and the children and he still hadn't seen CC shed a tear. Then again, he hadn't until now either. There was a soft knock on his door. He hated to answer in his current state, but what if it were one of the children…he was all they had now since Max had yet to come out of his room. "Come in."

The door opened and she stood before him. "Niles…?" CC's soft voice lilted toward him from the doorway. "Are you alright?" She sat on the edge of his bed.

"I'm sorry, Miss Babcock, I'm just exhausted. Can I get you something? Is it one of the children?" Niles sat up.

"No, Niles…I just...I wanted to give you this." CC handed him the card. She didn't want to embarrass him, but she continued with her plan. "I know it's your birthday and I just didn't want it to pass unmentioned. I heard you crying…I'm sorry, it never occurred to me that you lost someone too." CC acted on instinct and pulled him into her arms and together they cried over the loss of their friend and hoped it would help put the pieces back together in all their lives.

Chapter 8

'HOPEFUL'

It had been some time since that night of 'co-comforting' they shared in Niles' room. The barbs still flew but they were more controlled, a bit more playful.

"I'm sorry, Miss Babcock, is the tea to warm for the Ice Queen?" Niles smirked as he offered her a cookie.

CC grinned back. "Don't worry about me, Hazel, I'll just frost it over with a little breath."

"Please let me leave first, I wouldn't want to be frozen in place having to look at you all day." Niles tossed as he headed out the door.

CC shrugged. "Hmmm…you should be so lucky."

When Niles got back to the kitchen Grace was waiting patiently for her morning snack. "Niles…you're late."

"I'm sorry, Miss Grace." Niles squatted down to look in her eyes. "What would you like for your snack today?"

Grace tilted her head and thought. "Surprise me." She gave him a big smile and his heart nearly melted. When Grace was at home with him he didn't notice any problems, but then she could on occasion be rather sullen and morose. She'd only just started going to therapy.

"Alright, I think I have just the thing." Niles set about making Grace's snack and Miss Babcock came into the kitchen.

"Hi Miss Babcock!" Grace chimed. "Niles is making me a snack. Would you like one?"

CC had a difficult time with the children. Like Max, they reminded her very much of Sara and it was hard for her to 'deal' with them. It was different for Niles…he reveled in the children…feeling it kept him connected to Sara.

"Well, Gr…uhm…" CC had difficulty recalling the names she'd shut out of her mind.

Grace shook her head. "Miss Babcock…it's Grace."

"Right…Grace. Well, Grace, what is Niles making you?" CC sat at the table trying to be gentle with the child she nearly helped deliver. Max was a basket case and decided it would be best if he waited for the ambulance in the freaky late season blizzard. Niles and CC kept Sara as comfortable as they could in the back of the limo. But the ambulance didn't arrive as quickly as they hoped and the duty fell to Niles. Thank heavens that Sara insisted he get EMT training when she first got pregnant with Maggie. The ambulance pulled up to the side of the road just as Max heard the small cry from the back seat. Whenever CC sees Niles with Grace, she can't help but think back to that day and smile.

"He's surprising me." Grace beamed.

CC looked at Niles and he mouthed the words 'peanut butter crackers'. "You know what? I think I'll let him surprise me too, then." CC smiled at Grace and Grace grabbed her hand.

Niles made a huge pile of peanut butter crackers and placed them on the table. Then he brought three smaller plates to the table along with napkins and three glasses of milk. "There you go Miss Grace, your favorite."

"Yeah! Peanut butter crackers!" Grace smiled. "Have one, Miss Babcock. Niles and I have a snack every morning…don't we Niles."

Niles let his boyish grin spread across his face. "Yes we do, Miss Grace."

"What do you do during your little snack?" Miss Babcock asked.

Grace sipped her milk. "We talk mostly."

"Really? What do you talk about?" CC bit into a cracker and waited.

"Lots of stuff." Grace smiled and winked at Niles.

CC let the wink go without mention. "I see. Well, what should we talk about then?"

"Niiiiiiiiiiiiiles!" Max bellowed from the office.

Niles shook his head and took a sip of milk. "Excuse me ladies. It would seem I'm needed elsewhere." Niles buttoned his jacket. "I just wish he'd use the intercom." Niles left them to eat their snack.

"He really likes you, you know." Grace tossed out

CC looked at Grace in shock. "What do you mean, Grace?"

"Niles…he really likes you." Grace answered as a matter of fact.

CC sipped her milk indifferently. "Did Niles tell you that, Grace?"

"Not exactly. But it's pretty obvious." Grace took a big bite of cracker so CC would have to wait for more.

"I can't believe him." Niles returned to the kitchen. "Miss Babcock, Mr. Sheffield said that you two have a benefit dinner tonight."

CC looked at her watch. "Yeah, some thing for the Theatre Guild, he's just telling you? We've known about this benefit for a month."

"Yes, well apparently it slipped his mind." Niles sighed. "Are you finished, Gracie, we need to go pick up your father's tuxedo from the cleaners before your brother and sister get home from school."

"Niles, you go…I'll stay here with Grace." CC offered.

Niles looked between the two. "Are you sure?"

CC stood and got the milk from the fridge. "Sure…we can continue with our girl talk." CC winked at Grace and then turned to smile at Niles. "We'll be fine."

"Alright, thank you, Miss Babcock. I won't be long." Niles flew out the back door.

Niles stopped a moment after the door closed behind him. "Well, that was an interesting turn of events."

Chapter 9

'LONELY'

It had been a full three years since Sara died and there was definitely a change in the house. Max and CC spent all of their time together. Every rehearsal, every opening, every backers meeting and audition, they were together. Max relied upon CC for everything, well at least everything that had to do with the business. She'd taken over much of the 'business' part of Sheffield Productions right after Sara died, since Max was useless. He was the face of Sheffield Productions and CC was the brain. She squeezed the backers; she 'dealt' with the creative team and the staff. She put the the 'productions' in Sheffield Productions and felt her place was at Maxwell's side. And he thought so too, differently, but he'd never made that quite clear.

CC knew who held her heart, but that was a match never to be. Maxwell, while the widowed spouse of her best friend, was a much more suitable 'partner'. He was handsome, wealthy, cultured and the typical society folk that her family would more than approve of. He wasn't the sharpest tool in the shed, but smart enough, and CC loved him…not passionately, although she could probably fake that, it wouldn't be the first time. It would be a way of keeping him safe as well. Keep the family she'd become such an integral part of intact. They were good together…all of them…and nothing would ever really have to change. Would it? It wasn't the best arrangement, but it could work…right?

CC sat on the little green sofa in the office and watched between the men she saw every day. Niles was watering plants and trimming bushes on the terrace. Max was rubbing his temple trying to stave off the headache this newest director was causing. CC sat and looked at them, her thoughts drifting. "Why does it have to be so hard? What is it that makes one better or worse than the other? Money? I've got more money than I'll ever really need, what has it ever done for me? I know lot's of couples with money, how many can I say are really happy? My parents surely weren't. Max's parents weren't…Niles parent's…married nearly 50 years."

CC sighed heavily. "Something wrong, CC?" Max asked her. "You look upset?" Max stood. "I know…how about you and I go out for dinner tonight. I'll call the Rainbow Room…just the two of us…no business." Max waited and CC couldn't help but notice out of the corner of her eye that Niles had seemed to take great interest in the small shrub nearest the French doors.

"That would be lovely, Max. Yes. I'll go home now and get ready. Should I meet you here?" CC stood and dropped the file into her briefcase.

"No. I'll take the Porsche and pick you up at say…7:30 pm?" Max smiled.

CC glanced out to the terrace where Niles had resumed his work and sighed softly. "That will be perfect, Max." CC left for the front door and somehow Niles beat her there. He was holding her coat when she arrived in the foyer.

"Have a lovely evening, Miss Babcock." Niles offered politely.

CC responded sadly. "Thanks, Niles…you too." She stood for a moment before leaving.

Niles closed the door and sighed. "Yes, the children and I will do just that."

Chapter 10

'LOVELY'

The tension had been building since Grace's fifth birthday. Nannies were moving through the house more frequently than holidays. Maggie had built a wall around herself, with the help of her badgering and bitter little brother, that even Niles had difficulty getting through. Brighton, besides badgering Maggie, had become quite the behavior problem, acting out at every turn. Gracie was more sullen than ever and therapy didn't seem to be helping. Niles did his best with the children he loved as his own all while trying to keep house and keep Maxwell from reverting back to his own little room of self pity. CC on the other hand had enough visits with her family and dreams of 'romance' to keep the libations high on her list of necessities as well as the plan to 'keep' the family unit, however non-functioning, intact. No one was coping very well…then she arrived.

The door bell rang and Niles, as always, made his way to answer. He opened the door to what can only be described as a breath of fresh air. "Hello, I'm Fran Fine."

Fran wasn't what Max, Niles, the children, and definitely CC thought they wanted, but she was exactly what they all needed.