Disclaimer: I do not own the rights to the characters of "The Nanny", I'm just taking them out for a spin.

Author's Note: It's a Niles/CC story, and this story is in response to coachlover18's 100 word challenge. My word is "Memories", which I'm using as my title, and I'm going to use all 100 words in my one-shot as an extra challenge, I hope you enjoy! There is a character death involved, so please have your kleenex at the ready. This will be a continuation of the A/U I created in "The Kiss", so Niles and CC have twins named Peter and Lucy who will appear in the story. The 100 words will be bolded.

"Memories"

CC Babcock-Butler sat on the sofa in her apartment dressed in an elegant black dress with a matching jacket and a single red rose in her hand. In the silence of the room, you could feel that something was missing. She glanced over at the bar, but knew that she wouldn't find what she needed there; not yet. She would indulge in several drinks when she got back home. Niles had always hated to see her drunk, and she had cut back on her drinking since before their wedding, but now she had to believe he'd understand she wanted the comfort it could provide. She desperately needed to sleep without having to dream about the last night of his life. She had suffered from terrible insomnia ever since that night. They had both known how sick he was; he never quite recovered his strength after the last heart attack. It hurt CC that she was unable to help him in some way. She tried to lift his spirits by tossing him an insult, "When are you going to get out of that bed, dust mop?" and hoped he'd start a fight with her with a snappy comeback like, "As soon as you get back on your broom, witch" and hang on just a little bit longer. But he could only flash that adorable smile at her and whisper, "I'm sorry, my love." It didn't matter how hard she would wish, the doctors couldn't save him, and their fairy tale romance was fated to end the week after Christmas. She looked down at her hands and saw the beautiful engagement ring sitting next to her wedding band, and couldn't believe that their forever had only lasted 15 years. There was no way to protect herself from the overwhelming pain and sense of loss.

Peter and Lucy walked into the living room. "Mother, it's time for us to go." CC rose from the sofa and embraced her children. They looked so much like teenage versions of Niles and CC, except that Lucy had Niles' piercing blue eyes. They left the apartment and headed for the front stairway, in silent agreement that they wanted to avoid the kitchen. That was Niles' domain and the memories would be more than they could handle this day. In the entryway, Max, Fran, Maggie, Brighton, Grace, Jonah, and Eve were waiting for them. Fran couldn't help but cry as the Butler family started down the stairs. She couldn't remember CC ever looking so broken and vulnerable before. The unbreakable CC Babcock, the Bitch of Broadway, looked so afraid, so lonely. She reached into her purse and pulled out a piece of Godiva chocolate and slipped it into her mouth; Fran still found comfort in food as she always had. As the Butler family reached the entryway, the Sheffield family could all smell the Chanel #5 perfume that CC wore - it was always Niles' favorite. Max went and opened the door to allow everyone to leave the house. Outside two limos waited to take them to the church, one for the Butler family and one for the Sheffield family. It was a cold and clear day with only a few scattered clouds in the sky. The limo drivers had kept their vehicles running for awhile, so they were warm when everyone climbed in and shut the doors, and they pulled away from the curb.

As CC sat in between Peter and Lucy, she allowed her mind to wander to cherished memories of the past 35 years that Niles had been a part of her life. She remembered when she and Max learned that Niles had an lovely voice; one of his many secrets. They convinced him to sing a piece of music for a group of their potential Broadway backers, and he was hopeful this would be his big break. She was so impressed, she recorded him while he was practicing because she had faith that they would be lucky enough to use him in a show someday. Standing in front of the piano, he performed a sweet ballad from their proposed show. The song was a bomb, but the backers loved the unplanned comedy routine taking place behind him. One of her most vivid memories was Niles tricking her into clucking like a chicken in the office, after which they sat drinking in the living room which led to one of their insult matches. "I loathe you," she had said. "I despise you," he had replied. "Servant." "Trollop." "Bellboy." "Brunette." Then they crashed together in a mad passionate kiss, and they were both overcome with lust and ended up in bed together. She then had the twisted idea of testing his feelings for her by making him jealous with an imaginary boyfriend. She had to tell a number of lies to pull it off, but it ended up with an incredible date that ended up with a dance in the Sheffield living room to soft music and another night of passion. She couldn't remember feeling so safe in any man's arms, and the happiness he brought into her life felt like a dream. For someone who had gone most of her life feeling unloved, it was quite the change. She remembered when she lost her horse to her brother on a bet about getting Fran on Jeopardy and the needling Niles gave her over the whole affair. Then he scared her by having that heart attack, and pulling that stunt in the hospital where she caught Max and Fran kissing the daylights out of each other in the next bed over.

When she found she was pregnant with twins, she decided to hide this from Niles, as she was still very angry about the trick he played on her. But he found her and the babies in the hospital she was staying at, and she and Niles ended up getting married and experiencing the birth of Peter and Lucy together. She remembered giving them their first bath after coming home from the hospital. She remembered watching Niles dress them for bed, and not being able to resist giving each baby a quick tickle on their tummy to make them squeal. She remembered taking the twins to the beach when they were little for a weekend vacation one summer, and listening to Lucy giggle as her father splashed her with water from the ocean to cool her off because it was so hot. After the twins had fallen asleep on their blanket, she and Niles had just sat and watched the sunset before carrying the children back up to the house they had rented for the weekend. One year for her birthday, Niles got together with Max and Fran to plan an amazing surprise for her. They left the twins with the Sheffields, and spent a whole weekend at her penthouse apartment, just the two of them. Niles, who was an excellent cook, prepared all of her favorite foods, including a decadent cheesecake for dessert, and they had a picnic dinner out on her balcony, eating under the moon and the stars. She remembered how delightful it was to watch her twins growing up alongside Max and Fran's twins, born about a year later. There were so many nights she and Fran would slip down to the kitchen to nosh on ice cream and talk about their children. She remembered taking the children to the park to play, and getting pulled out to push them on the swings. She threw back her head and laughed as they whooped to go higher over and over again, then she saw Niles on the sidewalk, taking their picture. It was framed and hanging in their living room; one of many happy family memories captured on film or home movie over the years.

She was shaken out of her revelry by Peter saying, "We're here, Mother." They got out of the limo, and proceeded up the steps into the church and took their place next to the open coffin. Niles was dressed in his best Armani suit, and looked very peaceful. His reddish hair had started to turn to silver long ago, and had only made his blue eyes seem brighter. Now they were closed forever. The gold of his wedding band glimmered from his left hand. The Sheffields came in and said their goodbyes to Niles and proceeded into the church. For what seemed like an eternity, CC stood there with her children, thanking the mourners for coming, completely clueless about who she was talking to most of the time. Finally someone from the funeral home came up to her and said it was time to close the casket and start the service. She allowed Peter and Lucy to say their own goodbyes before stepping up to the casket to say goodbye to Niles one last time. She reached into her jacket pocket and pulled out an envelope containing a letter she had written to him the night before. She slipped it under his jacket, right above his heart, and kissed his cold lips one last time. She whispered, "I love you, Butler Boy. Just remember, this isn't 'goodbye', it's just 'see you later', all right?" One tear ran down her cheek and fell onto his face, and she could have sworn she heard his soft voice say, "See you later, honey." She smiled slightly, and laid her red rose on top of his hands and allowed herself to be escorted to her seat in the front row and let the funeral service for Niles Butler begin. It ended with the young star of the latest Sheffield-Babcock Production singing what CC and Niles had always considered "their song".

Once in every man's lifetime,
mystery and magic abound.
Destiny flies and shows him,
True love has been found.

CC sat lost in the song, having flashbacks of so many images of Niles. They had been part of each other's lives for 35 years; 20 as mercurial adversaries and 15 as husband and wife. She had no doubt that what they shared was a once in a lifetime feeling, and that Niles would be waiting for her, feather duster in hand & a head full of zingers just waiting to be doled out.

That once in a lifetime feeling,
has come over me...
That once in a lifetime feeling,
has come over me.

Fin

(Author's Note: This story is partially biographical. I know what it feels like to lose your husband, so I was able to draw on some of my own experiences the day of my husband's funeral and put CC in my shoes. Some of the scene and quotes from the funeral service were from my husband's service. Thanks to all of my reviewers for their condolences and I'm very glad my story touched your hearts. My husband has been gone for over 5 years now, but the loss is still very much a day-to-day part of my life. Being able to express it in ways like this helps. Thanks again.)