Disclaimer: I do not own the rights to the characters of "The Nanny", I'm just taking them out for a spin. This is in response to the lonelygoatherd challenge where Niles and CC did not reconcile at the end of the episode "The Dummy Twins" from Season 6. I'm taking my original one-shot scene filler between CC going out the front door and Max and Fran finding them in bed, and changing the ending to be an unhappy one.

CC Babcock stood on the front steps of the Sheffield house for quite awhile. She was in a state of shock over the scene that had just transpired between herself and Niles, the Sheffield butler and her long-time antagonist within the household. His parting words to her kept repeating themselves over and over in her mind.

Niles: "But at least I know when it's time to move on. You are going to spend the rest of your life pining for a man who doesn't love you, and who's married a woman half your age. Look around you. They're married; they're starting a family. Where are you going to be ten... twenty years from now? You're going to be saying 'Merry Christmas' to your friends in rehab, and wondering what might have been."

CC was trembling with the knowledge that Niles was right, about so many things, about more than he even realized. She had told Nanny Fine that she was waiting for a magic that made her heart pound. What she had not told Nanny Fine, nor dared to admit even to herself, was that she had found that magic and turned her back on it. A series of images flashed through her mind as she continued to hear Niles' comments.

She remembered one evening where the two of them were sitting on the sofa drinking after he pretended to be Maxwell and tricked her into clucking like a chicken. She was so mortified by what he had done. As usual they began to bicker, but this time their fight escalated to a shouting match, driving them both to their feet in each other's faces, and then into a passionate kiss broken up only when Maxwell and Nanny Fine walked through the door. For the first time, she had to admit there was a sexual attraction there, lying just under the surface, that exploded in that instant. She quickly repressed it, because it wouldn't do for a Babcock to be involved with a butler. "...wondering what might have been."

She remembered dancing with him in front of the fireplace. He was so light on his feet as they danced, then he tore up the check she had given him for escorting her to an awards ceremony. She remembered the warmth of his arms around her, a few moments of not bickering and snapping at each other, it had been a wonderful evening and an enjoyable experience. She had forgotten for a while that he was a lowly butler, and for one evening, he was just a man, and one she enjoyed being with and one that she was attracted to. That was when her feelings for him began to change. "...wondering what might have been."

She had watched Niles collapse when he had his heart attack, and felt such sheer terror at the thought of losing him. There was such fear that he would die right in front of her with so much left unsaid between them. She had called the paramedics and gone to the hospital with him, and waited out in the hallway, praying like she had never prayed in her life. She had promised herself to let their bickering come to an end and be nice to him, just to have him pull a nasty prank on her right after he woke up. "...wondering what might have been."

Then there was the night of the Sheffield wedding reception. She had far too much to drink and had come back to the mansion to stay in one of the guest rooms. Most of the night was an indistinct blur, but later she had flashbacks of hugging and kissing Niles, who had also had too much to drink. The next morning when they came down to the kitchen, they both turned away in disgust when they realized something had happened between them. But her disgust wasn't because of anything she had done with Niles, but because she couldn't remember it! She played along because he seemed to dislike the idea so much. "...wondering what might have been."

Her life would be so empty without him; their snapping, their bickering, their exchanges of zingers were what she looked forward to each morning. How many times had she crawled into bed and relived one of their arguments, relived that hot passionate kiss, wondering what would have happened if Maxwell and Fran hadn't walked in when they did? For 20 years he had been part of her life, hell, he had been a constant part of her life, and tomorrow he would be gone, and she knew he'd never want to talk to her again. She had said he was right, that it was time to move on, but move on to what? Life without Niles just wouldn't be worth living. "...it's time to move on."

She looked back at the house, and stepped down to the sidewalk. She couldn't stand to come back to this house again knowing that he would be gone. She would just go back in and write up her resignation tonight. She had just left Maxwell and Fran standing in the entryway, so she couldn't go back in the front door. She circled around to the back of the house, and dug through her purse for her keys. Maxwell had given her keys to the house ages ago, but she just loved having Niles open the door to her each morning. Finding the keys, she opened the door and entered the kitchen, dropping the keys back into her evening bag. She started heading for the door that lead to the dining room, when she heard Maxwell and Nanny Fine coming towards the kitchen from the other side. Looking around, she quickly ducked down behind the kitchen island.

The door opened and Fran and Maxwell walked in, "Max, what are we gonna do? Now we're losing both of them!" Max shook his head, "I don't know, Fran. We can't exactly force them to stay." Fran sighed, "I need some ice cream," and started heading for the fridge. Max caught her arm, "No, you just think you do. Let's go upstairs and try to get some sleep. Maybe we'll think of some way to keep Niles from leaving in the morning, and prevent CC from quiting." Fran nodded, "We can't let them go, Max, they're family." Max pulled Fran along behind him up the back staircase, turning the lights out behind him. CC waited for them to make it to the second floor before she came up from behind the island and made her way quietly towards Maxwell's office. *Family? Since when has Fran considered me part of the family? I've done nothing but try to make her go away since she got here....*

She turned on the small desk lamp and settled into the chair behind the desk. She took a deep breath, enjoying the feeling of sitting behind the desk one last time. Opening one of the drawers she pulled out a legal pad and a pen and began to write.

Dear Maxwell,

I, CC Babcock, hereby resign my position with Sheffield-Babcock Productions, effective immediately. Please retrieve Chester from my apartment and ask Fran to take care of him. He can't go where I'm going, and besides, he always liked her better anyway. Tell Niles that I'm leaving and find a way to convince him to stay here where he belongs. I've caused him enough pain; he shouldn't have to suffer even more by having to leave the ones that he loves.

Sincerely,

CC

She ripped the paper off of the notepad and pulled an envelope from the drawer. Looking at the letter a second time, she set it off to one side and copied it onto the next sheet of paper on the notepad. Then she folded it, sealed it in the envelope, and wrote "Maxwell" on the front of the envelope. She propped the envelope up on the base of the table lamp, then tore the second copy of the letter off of the notepad, and turned the paper over to write a second letter. This one took longer to write, as she had to think hard on what she wanted her last words to Niles to be.

Dearest Niles,

Please don't leave Maxwell and his family on my account. They need you as much as you need them. I know it's my presence here that is driving you away, so I'm removing myself from the picture. A copy of the resignation letter on the other side of this piece of paper has been left on Maxwell's desk. I promise you that you will never have to see me or speak to me again after today.

But before I leave this world, I need to tell you that you were right. I'm already wondering what might have been. I see now that the years of pining for Maxwell was just an excuse to stay close to the one I really cared about, but was too afraid to acknowledge my feelings for. Walking out of this house tonight, knowing I'll never see Maxwell again, it hurts. However, knowing I'll never see you again breaks my heart - and yes, I do have one, it's just never been used much in the past. I guarded it too well, thinking I couldn't get hurt if I didn't allow myself to care about others. But instead, I found myself caring but unwilling to admit it.

I'm not even sure what it is you felt for me - you didn't really say, you just kept proposing to me. Somehow you found the courage to act on your feelings to me, while I've never been able to admit my feelings for you, even to myself, until tonight. You are clearly the stronger man than I. In between the fights and the insults, I know we've both let opportunities to change our relationship to something better slip through our fingers so many times. Do you remember dancing in front of the fireplace, do you remember that kiss? I've never forgotten them. In fact, I've relived them hundreds of times. They're two of the best memories I have in my life. Now I realize that I've run out of second chances with you. I'm so very sorry, my love, that I let my mother's snobbery and my own fears of getting hurt keep me blinded to the treasure more precious than gold that was right in front of me all this time.

I hope someday you find the happiness you truly deserve, and which I wasn't capable of giving to you.

CC

Reading over the letter quickly, she found a second envelope, put the second letter in it, and wrote "Niles" on the outside. She'd run upstairs and slip the letter underneath Niles' door, leave her keys on the kitchen table, and leave. She got up from the desk, turned off the lamp and made her way back to the kitchen and the back stairwell. She was just about to head upstairs when she realized - she had no idea where Niles' room was in the house! The only time she had been up there she was drunk, and now she couldn't remember where it was. "Damn it!" she whispered, and headed back towards the kitchen table. She pulled out a chair and sat down, trying to come up with Plan B. *OK, I'll just have to leave the letter here with my keys, Maxwell will make sure Niles gets it." She sat there in the near darkness, the only light coming through the windows from outside, staring down at the letter. *Stupid woman, I've wasted so much time, caused so much pain. Well no more. It ends tonight.*

Just then, she hears footsteps on the back stairs. Turning to see who it is, she sees Niles slipping down the back stairwell in his pyjamas and nightrobe. He flipped the light switch on, and froze in shock at seeing her sitting at the table. "Oh God" he groans, and turns to walk back up the stairs, just as he tried to do out in the entryway earlier that evening.

"Don't go," CC whispered. Niles froze on the stairs at the tone of her voice. It sounded broken, defeated, and sad, totally un-Babcock. He slowly turned back around and saw her rising from her chair. "I just wrote you a letter goodbye. I was going to slip it under your door before I left, but I just realized that I didn't know where your room was. So I'll just leave it here for you." She set it on the table, "Oh, and I'll leave you this, please make sure Maxwell gets them, would you? I won't need them where I'm going." She opened up her black evening bag and found her keyring, which she set down on the table on top of the envelope. Her head was down, her hair covering her face so Niles couldn't see it. She turned towards him and reached out a hand towards the back door. When her hand reached the knob, she pulled open the door, and she let her head come up and met Niles' eyes. He hadn't moved from the staircase since she spoke. Niles' eyes widened at the haunted, pained, and empty look in CC's eyes. It was an expression he couldn't recall ever seeing on her face before. "Goodbye Niles, have a great life." She walked out, closing the door softly behind her.

Niles paused for only a second before walking over to the table, picking up the envelope, and tearing it open to read the letter. He frowned at the unexpected term of endearment at the beginning, and frowned even more as he read the letter. His eyebrows shot up at her use of the phrase "my love". It triggered a flashback to when he suffered his heart attack. He remembered laying on the floor with Miss Babcock holding his hand, waiting for the paramedics to arrive. He was slipping in and out of consciousness, and he could hear her voice distinctly saying, "Please don't leave me, my love, please don't leave me. You have to hold on, please please hold on." His eyes widened, he hadn't remembered that until just now. Her voice sounded so pained, so scared, so heartbroken, over him? Flipping the paper over to read her resignation, he glanced down at the keyring laying on the table. He picked it up and ticked off what the various keys unlocked: the Sheffield house keys, the office keys, the theater stagedoor keys, and what had to be the keys to her penthouse apartment. *Now where would she be going that she wouldn't need the keys to her apartment? Surely not back to The Place, she wouldn't go there voluntarily surely.* His eyes widened as he glanced back at her letter - *Before I leave this world...* "Oh God!" He recalled the guilt he had felt when CC Babcock had been pushed too far and had to go to The Place. That guilt returned one hundred fold at the thought that he had pushed his beloved to the point of being suicidal! He had to stop her!

He stuffed the letter and the keyring into the pocket of his robe and ran out the kitchen door. He didn't dare call out to her, not wanting to alert the Sheffields' or the neighbors. He ran around the house to the sidewalk, and looked up and down the street, but CC had disappeared from view. Frantic with worry, he ran back into the house to wake Mr. and Mrs. Sheffield. Her letter left him no doubt in his mind what she intended, and he wouldn't be able to live with himself if she succeeded.

To be continued...