The Nanny

C.C.:
I couldn't put a foot out of bed this morning.

Niles:
Did someone put a rock on your coffin again?

C.C.:
I feel like I have died and gone to heaven.

Niles:
I have that dream, too, but you go in the other direction.

C.C.:
I find I can catch more flies with honey.

Niles:
I always thought your tongue darted out.

C.C.:
I wouldn't be caught dead in that dress.

Niles:
You'd have to be dead six months to fit in it.

Fran:
Question. When they shot Bambi's mother, did you find that a sad moment... at all?

C.C.:
I'm sure she's mounted on a nice wall in a fine home somewhere.

Niles:
Oh, what are you doing here, the sun is up.

Niles:
You know, the next time you give your clothes away, why don't you just stay in them?

C.C.:
I'll never get to the airport on time.

Niles:
That's true, sir, she needs at least two people on her broom to use the Express Lane.

Niles:
I once walked in on the Queen-mother.

Fran:
In the shower?

Niles:
On the throne.

C.C.:
You are a pathetic excuse for a man.

Niles:
Ditto!

Fran:
What's that?

Niles:
It's a script for Mr. Sheffield.

Fran:
You didn't write another Seinfeld episode did you? Sweetie... it's over.

[Niles is dancing bombastically and singing into his duster. CC enters unexpectedly]

Niles:
You realize, of course, now I'm going to have to kill you.

C.C.:
I find it very unseemly of Maxwell to start dating again. Isn't the customary period of mourning 10 years?

Niles:
Die. Let's find out.

Sylvia Fine:
Trust me, there is only one man who can satisfy a woman in two minutes - Colonel Sanders.

Fran:
Oh my God. You're taking back the thing?

Max:
If I found a woman who loved my children, could make me laugh and that I found attractive, well, I'd never let her go.

[puts his arm around Fran's shoulders and gets his watch caught on her]

Fran:
Oh, we're stuck on each other.

Max:
Oh Niles, what is it this time? Your job, your weight, no future?

Niles:
Well, Sir, I was just wondering why I have no social life but you cleared that right up for me.

Fran:
And remember always follow your heart.

Maggie:
Well, my heart says I should go back to Sean.

Fran:
That's not your heart talking.

Nigel Sheffield:
I hope you don't mind me telling you one more time just how, how sexy you are.

Fran:
Nope, still diggin' it.

C.C.:
What is this un-natural obsession Maxwell has with his children? I can count the number of days I spent with my father on one hand.

Niles:
Seven?

Niles:
How do you do, Tiz Maylor? I'm Biles, the nutler.

C.C.:
What's Maxwell doing in London?

Niles:
One would hope, Miss Fine.

[Talking about Fran's new apartment full of homosexual men]

Maggie:
Are there a lot of cute guys at your new apartment?

Fran:
Oh, yeah, they're walking right out of the closets.

[after accidentally baby-napping a child]

Fran:
I wonder if I'll ever really be a mother?

Max:
Well, there's always the subway.

Fran:
No way. Forget it. The next time I bring home a baby it's gonna be after nine months of swollen ankles and an epidural that could bring down Secretariat.

[after uncrossing her legs while being interrogated a la Sharon Stone in "Basic Instinct"]

Fran:
Ah-hah, forget it. You got a better chance of seeing Tonya Harding on a box of Wheaties.

C.C.:
This isn't a typical night.

Niles:
Yes, you're not home alone sitting on your foot massager watching "Sisters".

Fran:
We begged my mother for a Christmas tree, she called it a Chanukah Bush. P.S., the candles from the Menorah set the flocking on fire, and the fumes put my father into the emergency room.

Niles:
Finger sandwich?

Frank Bakley, Jr.:
Ewww. What idiot made these?

Niles:
I did, and they're made from real little boys.

C.C.:
Seriously, Niles, where do you keep all that cash?

Niles:
Someplace you'll never get near.

C.C.:
Oh, your mattress.

Niles:
No. [pointing at Mr. Sheffield] His.

[last line of the last episode/series]

Yetta:
This place is gorgeous. Much better than that place you had in New York.

Mr. Sheffield:
Can you keep a secret?

Niles:
Well, I'm good until I meet the next person.

Philippe:
Hello, Caca.

C.C.:
What?

Philippe:
Is this not what C.C. stands for? That is what the butler told me.

Mr. Sheffield:
He can't make you happy.

Fran:
I don't wanna be happy. I wanna be married!

[trying to insult Mr. Sheffield]

Philippe:
Your queen looks like a man.

Mr. Sheffield:
Miss Fine, what are you doing here?

Fran:
Well, I heard moaning and screaming coming from your room and I figured... I should be part of it.

Niles:
Miss Fine and Miss Babcock walking arm in arm. Isn't that one of the biblical signs of the apocalypse?

Fran:
You're pretty cocky for a tall, handsome, rich charming guy.

Niles:
Good things come to those who wait, unless they wait too long and they slip through their namby-pamby fingers.

Fran:
Honey, as long as *I* am living under *your* roof you will do as I say.

[Fran and Sylvia are held hostage by a bank robber]

Sylvia:
He's not wearing a ring!

Fran:
Ma, he's a thief!

Sylvia:
[emphatically] Who'll be worth *millions* in a few minutes.

Sylvia:
Do I smell banana fritters with fresh fruit compote?

Niles:
No.

Sylvia:
Could I?

Val:
The bank robber took your mother.

Fran:
Oh, my god! That poor man!

C.C.:
Let go of me you old...

Niles:
All right but I just... [C.C. walks out of the kitchen and into the dining room - we here a blood curdling scream]... waxed the floor.

Sylvia Fine:
I'm having palpitations! QUICK! GET ME MY MEDICINE!

Fran:
[running to the fridge and returning with chocolate syrup]

[after Fran's fianc? kisses C.C]

Niles:
Did Caca do a no-no in the kitchen?

[after spraying Maxwell's leather couch]

Niles:
I couldn't resist the infomercial, sir. "Unwanted dirt just slides right off!"

[C.C. slips off the chair]

Niles:
And voila!

Sylvia Fine:
Yetta! These aren't Fran's children! Fran doen't have any children! She's not married, SHE'S ALL ALONE!

Fran:
Louder, Ma, I don't think they heard you IN URUGUAY!

C.C.:
Do you know what makes me feel better when I'm sad?

Fran:
A fifth of scotch and a pack of batteries?

Grandma Eloise:
[to C.C] Are you single by choice?

Niles:
Yes, but not hers.

[Fran and C.C. are trapped in the Sheffield's wine cellar and C.C. is forced to have Fran do her hair and nails]

Fran:
[doing a harassed-looking C.C.'s nails] Mint Chocolate Chip, Jamocha Almond Fudge, Pralines and Cream... That's it. That's 30. [Gasp] Oh my God, they lied! 30's a lot. Was 31 so catchy? Wait a minute. I forgot the Sherbert. All right. I'll start again. Vanilla...

C.C.:
STOP IT!

Grace 'Gracie' Sheffield:
Look Fran, giant Barbie Dolls.

Fran:
No Honey, these toys are for boys.

C.C.:
Maxwell, I'm an important part of this team.

Niles:
That's true sir, that couch would be floating all around if she weren't here to weigh it down.

Max:
I'm going to ask Fran to sign a prenuptial agreement.

Niles:
[deadpan] Why don't you just walk through downtown Iraq dressed like Uncle Sam. It'll be quicker.

[C.C. sees Maxwell's new girlfriend who is just like Fran]

C.C.:
Good God. It's multiplying.

Max:
[Brighton has asked to go to Atlantic City, and has pitted Max and Fran against each other by saying that Max doesn't respect her opinion] I am his father!

Fran:
Well, what am I?

Max:
You're the nanny!

Fran:
[gasps] You called me the "N" word! Did you head that, Niles?

Niles:
Do you get the house in the settlement?

Fran:
Uh-huh!

Niles:
[pops his head out from behind a wall] Every word!

Fran:
As appealing as Hepatitis sounds, yellow's just not my color.

Max:
[to Fran] Have you seen Gracie's Halloween costume? She looks a bit more like a trick than a treat.

Brighton Sheffield:
Yeah, it just so happens that your voice carries.

Fran:
To your bedroom?

Brighton Sheffield:
To Michigan.

Fran:
You shouldn't leave the house with things unresolved. That's why men die young.

Max:
That's not why. Because they want to.

Fran:
By the way, Niles, what is your family name?

Niles:
It's just Niles... Like Cher.

Fran:
You know, I've got half a mind...

Max:
No argument there!

Max:
[drinking a hangover-remedy] Urgh, Niles, it's far too early in the morning for something this repulsive.

Niles:
[C.C. enters; Niles walks up to her] Mr. Sheffield wants you to go home and come back in an hour.

Max:
[Niles is making Max look bad] Niles, why don't you close the window before your Christmas bonus flies out the window?

C.C.:
[Max is hiring a female to promote him] Maxwell, I want a man!

Niles:
The last one deflated when she nibbled at his ear.

C.C.:
[to Niles] Don't you have something to dust?

Niles:
How about the left side of your bed?

Max:
Well, I've made up my mind. I can't risk Margaret spending her entire vacation kissing that boy... I'm sending her abroad.

Fran:
A broad? Well, if you wanna swing her that way...

C.C.:
Why don't you let me carry the tray up to Maxwell? No, I'll do it.

Niles:
Fifty dollars. Why don't you just tell me how old you are then I'll let you do it.

C.C.:
Seventy-five.

[meaning dollars]

Niles:
Now was that so hard to admit?

Max:
You are going to *rectify* this situation!

Fran:
Wow, that sounds painful...

Max:
[Fran is standing at the door, waiting for a celebrity she isn't allowed to meet] Miss Fine!

Fran:
I'm seeing the children off to school.

Max:
They left an hour ago!

Fran:
It's a clear day, I can see forever.

Sylvia Fine:
[Sylvia takes a picture of Niles cleaning the windows] Sorry, my girl doesn't do windows. I thought I'd show her it's not such a sin.

Niles:
[as if suggesting they make love] Follow me into the kitchen... I'll clean behind the refrigerator.

Max:
Where the devil is C.C.?

Niles:
Well, Sir, it is raining outside... maybe she melted? [pause] Shall I look outside for a pointy hat and Chanel suit?

Brighton Sheffield:
Oh, so you're pretending to be an actor?

Fran:
No, you're thinking of Steven Seagal.

Fran:
["analyzing" Corbin Bernsen, the former star of L.A. Law] Well... I can tell you're not a lawyer...

Glen Mitchell:
Why can't I be a lawyer?

Fran:
Well, not in New York... maybe L.A.

C.C.:
Me and Max have rented a cottage right by the lake.

Niles:
How convenient, Sir, should you choose to drown yourself.

Fran:
[referring to C.C] So, Niles... did you let "it" out?

Niles:
Yes, and the villagers were not happy.

C.C.:
I'll bet my reputation on it!

Niles:
Sorry, there's a five dollar minimum.

C.C.:
I could kill you... I could throw you down and rip out your heart!

Fran:
[to Maxwell] She doesn't have a key to the house, does she?

Max:
Niles, we're having company!

Niles:
[to Fran] Thirty years and he still thinks company excites me.

Niles:
[to C.C] Why can't you just be happy for me? I'm not used to being called Sir. You're used to it.

C.C.:
Oh, it is so pathetic, Nanny Fine thinking she could win a kissing contest. I mean kissing is an art, it has to be sensuous, deeply felt, and most of all, spontaneous.

[C.C. kisses Niles]

Niles:
Was it as bad for you as it was for me?

Fran:
[looking for something in her purse] What's this? Oh, it's my shrink's bill... *boy* am I unhappy!

Sylvia Fine:
Are you looking for something?

Fran:
Yes!

Sylvia Fine:
If she's three foot two and not a Jew, she's in there. [points to bathroom]

Fran:
[about Max] What are you listening to him for? He passed on Cats!

Max:
It was about a bunch of p*ssy cats singing in a garbage can. What would you do?

Fran:
Two words, Mr. Sheffield: still running.

C.C.:
Well, if Doug is coming over tonight, I better go change!

Niles:
[after C.C. leaves] And I thought she had to wait for a full moon...

Max:
[after seeing Fran's cousin Ira's impersonation of Cher] Where was the last place HE passed for Cher, SEA WORLD?

Theme:
She was working in a bridal shop in Flushing, Queens, 'til her boyfriend kicked her out in one of those crushing scenes. What was she to do? Where was she to go? She was out on her fanny. So over the bridge from Flushing to the Sheffield's door. She was there to sell make-up, but the father saw more. She had style! She had flair! She was there. That's how she became the Nanny! Who would have guessed that the girl we've described, was just exactly what the doctor prescribed? Now the father finds her beguiling-watch out C.C.!-, and the kids are actually smiling-such joie de vivre!-. She's the lady in red when everybody else is wearing tan. The flashy girl from Flushing, the nanny named Fran!

Max:
Accidents happen, you know.

Niles:
[points at C.C] Exhibit A.

[Fran has accidentally run over a rabbit]

Max:
It's not like rabbits are endangered species. All they do is mate.

Fran:
Well, aint that nice. I killed an animal with a better social life than me.

Fran:
I'll fight for all those small, defenseless creatures out there.

Niles:
[points at C.C] Exhibit B.

Niles:
[about a tupperware item] You put old bags in it. I'll give it to Mrs. Babcock, she's always wanted an office of her own.

Niles:
Here you are, Sylvia. Pancakes, wafles and maple syrup.

Sylvia Fine:
[about the syrup] Don't you have a light one?

Niles:
Sylvia, the barn door is open and the horses have left the building.

Brighton Sheffield:
Niles, this steak is tough.

Niles:
So is life. Then you die.

[the family is opening wedding presents]

Fran:
Box from Tiffany's...

Fran, Sylvia Fine:
[in unison] THEIR side.

[Fran opens the box and pulls out a blender]

Fran:
Blender from Costco...

Fran, Sylvia Fine:
[in unison] *OUR* side.

Sylvia Fine:
Major Nelson and Jeannie tied the knot.

Fran:
If she had any commitment to that relationship, she would have given up her apartment.

Sylvia Fine:
It was a bottle, they kept it on the mantle!

Fran:
Niles, do I sound like I have a cold?

Niles:
Constantly!

Fran:
[about Max's childhood nanny, who is visiting] Meanwhile, she's scaring Gracie to death with those stories about that fat bear who can't even get through the door every time he has a decent meal.

Max:
Are you talking about Winnie The Pooh?

Fran:
Yeah, him. And who in his right mind would call a boy Winnie, let alone The Pooh?

Max:
Most children love those stories!

Fran:
Far be it for me to poo-poo the Pooh.

Maggie:
Well, Daddy can't you see that Michael is my Cats? Please just don't let me pass on this one.

[repeated line]

Mr. Sheffield:
[yells angrily] MISS FINE!

Max:
Niles, I don't know what the woman wants anymore! What am I supposed to do?

Niles:
May I speak freely, sir?

Max:
Yes, of course old boy.

Niles:
[with rising irritation as he speaks, making Max back up] I am so bloody sick of hearing this year after year! 'Niles, what am I to do?', 'I told her I loved her!' 'I took it back!', 'I'm afraid of commitment', 'I'm worried about the children'

Niles:
[Max has fallen onto the office couch. Niles hauls him up by the lapels] For God's sake, MAKE A MOVE! DO SOMETHING! YOU PASSED ON 'CATS', DO YOU WANT TO REGRET THIS FOR THE REST OF YOUR LIFE TOO? [lets him fall back onto the couch, stunned]

C.C.:
[storms out and meets C.C. in the hall] What's going on in there?

Niles:
Oh, I have had it! I am trying to convince him to give up on Miss Fine and move on with his life!

C.C.:
[barges into the office] I AGREE WITH NILES! WHAT ARE YOU WAITING FOR? JUST DO IT, DO IT, DO IT! [Niles walks away smugly]

Chastity Claire 'C.C.' Babcock:
Maxwell, I have found the perfect subject for our one person play.

Niles:
[to C.C] Your sex life?

Bellhop:
[to Maxwell] May I have your last name, sir.

Fran Fine:
Good luck. I've been waiting five years for it.

Brighton Sheffield:
[about a beautiful woman who just walked by] Oh, now *that's* a real woman.

Fran Fine:
Not the parts you're looking at, honey.

Chastity Claire 'C.C.' Babcock:
[bragging about her influence with the Guggenheim Museum] The curator and I were in the same sorority.

Niles:
Delta Felta Guy?

Chastity Claire 'C.C.' Babcock:
[Nanny Fine has just told Mr. Sheffield that not only does Maggie hate the idea of having a birthday party at the Guggenheim Museum but that she'd like Fran to organize her party. C.C. protests as Niles is walking past her, out of the room] Maxwell, I've bent over backwards to get the museum!

Niles:
[stops just outside the doorway and turns around] Well, it wouldn't be the first time. [lightning fast, C.C. slams the door in his face]

Niles:
[Max and Fran look like they are making love] If you let me tell Miss Babcock about his, I'll work free for a year.

Fran Fine:
[has no top on, just a bra] I got a news flash for you. Kurt is a flaming heterosexual. Not a bad little kisser, either. All right, while you're here, tell me. Should I take this back? [holds up a sparkly top]

Maxwell Sheffield:
Uh, I think you should put it on.

Fran Fine:
Nah, I already had it on. It flattens out my br... [noticing she's in her bra and screams] Mr. Sheffield! Why didn't you say anything?

Maxwell Sheffield:
Well, I, uh, I didn't notice!

Fran Fine:
You didn't? You know, I'm beginning to wonder about you too!

Fran Fine:
You're straight? Ugh, I can't believe this! Oh, this dress is going back! [runs into her closet] It's too slutty, even for me! When did you find out you were straight? Does your mother know? What'd she do, dress you in boy's clothes?

Kurt Jacobs:
Fran, come out of the closet.

Fran Fine:
No. You go back into the closet. I cannot believe I told you what I do for yeast infections. I bought Correctol in front of you. AAAARRRGGHH! You saw me without makeup on!

Chastity Claire 'C.C.' Babcock:
Come on, Niles, tell me or I'll just die.

Niles:
You say it, but you don't mean it.

Maxwell Sheffield:
What I want right now is to be in a pub with my hands wrapped around a tall lager.

Fran Fine:
A logger? Do the kids know that you're considering an alternate lifestyle?

Chastity Claire 'C.C.' Babcock:
My mental health is just a sick game to you, isn't it.

Niles:
Rack 'em up, let's play again.

Steve Mintz:
[to Fran] Did your husband make other arrangements?

Sylvia Fine:
[rushing to answer] She doesn't have a husband.

Steve Mintz:
I'm sorry. Did he pass on?

Fran Fine:
First, he should only pass by.

Brighton Sheffield:
I finished my homework, Dad.

Maxwell Sheffield:
Oh, all right. Let's have a listen.

[Brighton stands to read his paper]

Brighton Sheffield:
"The Civil War. The causes of the Civil War become clear when we view the United States as a big, dysfunctional family."

Maxwell Sheffield:
Oh Gracie, I told you not to do your brother's homework.

Grace Sheffield:
Five bucks is five bucks.

Maxwell Sheffield:
Brighton, you can't just go through life paying people to do everything for you.

Brighton Sheffield:
Dad, I've got two words for you: Niles, Fran.

Maxwell Sheffield:
I've got two words for you: military, school.

Maxwell Sheffield:
[as he enters Fran's bedroom] Ah, Miss Fine, do you have a moment. I hope I'm not intruding.

Fran Fine:
Sure, come on in. My house is your house. Oh yeah, it is.

Betty:
I just don't get how she got the part

Romeo Actor:
She must be sleeping with him.

Betty:
I slept with the guy and I only got two lines.

Romeo Actor:
I got Romeo.

Margaret 'Maggie' Sheffield:
Just give me one good reason why I can't go to the Hamptons.

Maxwell Sheffield:
I won't let you. Margaret, you're much too young to go away for the weekend.

Margaret 'Maggie' Sheffield:
By the time Juliet was my age she had already gotten married, had sex, and died.

Maxwell Sheffield:
Well... now you see what happens when you don't listen to your father.

Maxwell Sheffield:
C.C., are you insane?! How could you tell our star she could be replaced?!

Chastity Claire 'C.C.' Babcock:
Maxwell, anyone can be replaced.

Maxwell Sheffield:
Not Whoopi Goldberg in "A Night With Whoopi Goldberg".

Fran Fine:
Well, actually Sandy Duncan played Valerie Harper for years.

Maxwell Sheffield:
[to C.C.] God, how could you cause me such consternation?!

Fran Fine:
Well, I think it's the banana bran muffins myself. I mean, banana, bran - your colon's confused.

Fran:
Can you read my diet soda?

Libby:
What do you think I am, a quack? Give me your palm.

Fran Fine:
[about her mother and father] One time, she bought this backless dress and he made her return it because it showed too much cleavage.

Niles:
Cut too low in the front?

Fran Fine:
You wish the front.

Maxwell Sheffield:
Don't you look adorable today.

Fran Fine:
Thank you.

Maxwell Sheffield:
You know, you could be Margaret's sister.

Fran Fine:
Oh sister...

Fran Fine:
[under her breath]... stepmother.

Niles:
[to C.C] In the risk of sounding like the doctor who delivered you, this could get ugly.

Fran Fine:
Trying to get some guy's approval has always been my whole raisinette.

Fran Fine:
Cousin Marty was an idiot.

Sylvia Fine:
Although, he could look up in the sky and tell you which pigeon was gonna poop on him.

Fran Fine:
Yeah, but did he move? No!

Niles:
[after being surprised by CC Babcock at his Karaoke action of Bob Seger's "Old Time Rock'n Roll"] "You realize of course now I'm going to have to kill you."

Fran Fine:
Brighton got hurt at the batting cage.

Sylvia Fine:
Those things could put out an eye.

Fran Fine:
He wishes. [Brighton limps in, indicating he was hit in the crotch]

Yetta Rosenberg:
You want Grandma to kiss the booboo?

Fran Fine:
[to Sylvia] Is it any wonder I already got one kid in therapy?

Brighton Sheffield:
I think I'm going through the change.

Fran Fine:
Don't worry, B., I'm sure Flintstones makes a chewable estrogen.

Fran Fine:
Niles, you old Scrooge. Get into the Christmas spirit.

Niles:
Spoken by one who doesn't have to clean it all up.

Fran Fine:
Oh, that's the thing about Hanukkah: eight candles and a Menorah. No fuss, no muss.

Niles:
Is it too late to convert?

Fran Fine:
Never! We'll get you a Bar Mitzvah and of course a circumcision.

Niles:
Suddenly I'm filled with the Christmas spirit.

[for a Christmas present, Maxwell has given Brighton a bicycle kit, the bicycle which Brighton has to build himself]

Margaret 'Maggie' Sheffield:
[about a gift for Brighton] He really wanted Cindy Crawford.

Brighton Sheffield:
At least she's built.

[Grace, Brighton, Maggie and Niles are sitting in a row on a pew in a church, where they have to speak in hushed voices due to the solemnity of their surroundings]

Grace Sheffield:
[to Brighton] Where's Fran going?

Brighton Sheffield:
[to Maggie] Grace wants to know where Fran's gone.

Margaret 'Maggie' Sheffield:
[to Niles] What's with Fran?

Niles:
[to Maggie] She's gone to confess.

Margaret 'Maggie' Sheffield:
[to Brighton with a confused look on her face] She went to play chess.

Brighton Sheffield:
[to Grace] She went to undress.

[Grace is totally confused]

Fran Fine:
[to a Priest in a confessional] Forgive me Father, for I have shopped.

Priest:
I don't know the penance for that. I suppose you could say ten Hail Macy's.

Fran Fine:
[back from ice skating] Kids, take your wet clothes off and put them in the hamper.

Niles:
No wet clothes for you, Miss Fine?

Fran Fine:
I didn't fall.

Grace Sheffield:
She didn't skate.

Fran Fine:
Look Gracie, Santa took a bite out of the cookies we left him.

Grace Sheffield:
I didn't know Santa wears red lipstick.

Fran Fine:
The man gets out of the house once a year, live and let live.

Fran Fine:
[opens Maggie's homemade present which is a big material sunflower] Ahhhhhhhhhhhhhh...

Margaret 'Maggie' Sheffield:
It's a pajama holder.

Fran Fine:
Ahhhh! And I don't already have one.

Niles:
Because you don't wear pajamas.

Fran Fine:
You have just dusted your last keyhole, mister.

Val Toriello:
Are you hanging up stockings?

Fran Fine:
No, I thought we'd use a pair of my Hanes because then we get doubles.

Maxwell Sheffield:
[Fran's helping decorate the tree] Miss Fine, what do you think you're doing?

Fran Fine:
I'm putting a tinsel on.

Brighton Sheffield:
[gasps] Not before the lights!

Fran Fine:
Did I make a faux pas?

Margaret 'Maggie' Sheffield:
Lights go on first, then ornaments, and tinsel is always last.

Grace Sheffield:
Daddy's very anal about decorations.

Maxwell Sheffield:
[Max is having stomach pains] Niles, Miss Babcock and I... ugh... Miss Babcock... argh... Miss Babcock... ow.

Niles:
Mmmm, yes, sir, I know the feeling...

Maxwell Sheffield:
[about Maggie doing candy striping work] Do you really think Margaret's responsible enough to be working in a hospital?

Fran Fine:
Oh, what's the worst that'll happen. She'll forget to bring someone their Jello snack?

Maxwell Sheffield:
[pointing to a fish tank in the corner of the room] See that aquarium?

Fran Fine:
What aquarium? There're no fish in there.

Maxwell Sheffield:
Ah. Margaret forgot to bring them their Jello snacks.

Fran Fine:
Oh, excuse me. I need a doctor.

Nurse:
What are your symptoms?

Fran Fine:
I'm thirty and single.

[Fran and the nurse laugh about the joke]

Nurse:
That's funny. Thirty.

Margaret 'Maggie' Sheffield:
[about her and her boyfriend] It's our eight week anniversary.

Fran Fine:
Eight? Already? What is that: lint?

Niles:
Bucking for a raise?

Fran Fine:
Ma, Mike Douglas isn't on Channel 4 because they canceled him 22 years ago.

[C.C. mocks Fran attempt to make seniors lives happier by bringing Grace's Red Robin troop for a visit]

Fran Fine:
[to C.C] Well, how would you feel if you were alone and forgotten without any friends?

Fran Fine:
[apologetically] Oh, bad example.

Grace Sheffield:
[telling Yetta a story] Where was I? Oh yeah... no wait... oh yeah... no wait...

Yetta Rosenberg:
You see sweetie? You're not a curse, I'm not dead

Yetta Rosenberg:
[to Fran]

Yetta Rosenberg:
and I wish I was.

[after she dropped her sandwich in the coffin]

Fran Fine:
My watch is caught on his zipper. Cover for me!

[a woman walks up]

Val Toriello:
[to the approaching woman] Her watch is caught on his zipper.

Fran Fine:
[woman walks away] You know, you are the Rain Man without the math skills!

Fran Fine:
Ma, I met this man at Danny's funeral.

Sylvia Fine:
Fabulous! He's Jewish?

Fran Fine:
Yeah, and a doctor.

Sylvia Fine:
Oh!

Fran Fine:
And he's gay.

Sylvia Fine:
So you seeing him again?

Grandma Eloise:
[to C.C. after remarking on how beautiful she is] I don't understand. Are you single by choice?

Niles:
Yes, but not hers.

Niles:
Did you just say that you told Miss Fine that you loved her?

Maxwell Sheffield:
[Mumbling] Mm-hmm.

Niles:
And then you took it back?

Maxwell Sheffield:
[Mumbling] Mm-hmm.

Niles:
THAT'S IT! THAT'S THE 'THING,' ISN'T IT? Oh, I could kick you in the seat of the pants!

Margaret 'Maggie' Sheffield:
Dad, I don't know what you did to her, but you better hope she forgives you.

Maxwell Sheffield:
I didn't do anything to her!

Niles:
[sarcastically] Bet you wish you did now.

Maxwell Sheffield:
Children, would you mind leaving us alone for a minute?

Niles:
[Kids leave, Maxwell kicks Niles in the butt] OW! What was that for?

Maxwell Sheffield:
Get you back for kicking me.

Niles:
Well, I didn't kick you!

Maxwell Sheffield:
[snottily] Bet you wish you did now!

Doctor Link:
I'm afraid I'm going to have to take those tonsils out.

Fran Fine:
Well, unless you're talking about dinner and dancing, they're not interested.

Fran Fine:
I made you toast in the shape of a horsey.

Grace Sheffield:
What kind of horse is this?

Fran Fine:
[takes a bite out of it] A gelding.

Fran Fine:
Brighton, go over and get me some hangers from the old woman's closet.

Brighton Sheffield:
She's asleep.

Fran Fine:
So? She won't miss them.

Maxwell Sheffield:
[Fran's sedated and talking nonsense] Dead to the world.

Fran Fine:
I'm dead? Oh that's so sad. I want Maggie to have all my clothes, and I want Gracie to have all my Barbie dolls.

Fran Fine:
Shishter Meffield, Shishter Meffield. [Maxwell looks around]

Niles:
I believe she's talking to you, sir.

Maxwell Sheffield:
[about Grace] Maybe we should call a doctor and have him come over here.

Fran Fine:
Are you kidding? This is New York- you couldn't get a doctor to come to your house if your spleen was sitting right next to you on the couch!

Nurse Smith:
Straight to bed!

Niles:
I'm not the patient.

Nurse Smith:
I know.

Yetta Rosenberg:
[to Sylvia about Fran, while they're collectively at a therapy session] Don't nag the kid all the time. She should get married when she wants to, not just 'cause she got knocked up by the seltzer man like I...

[hesitantly, when she sees that everyone is looking at her with shocked faces]

Yetta Rosenberg:
...like I heard people do.

Police Officer:
[about a robbery] We've been looking for Jules Kimball for over three years.

Fran Fine:
Dr. Kimball is a fugitive? What are the odds?

Therapist:
So ladies, what brings you to therapy?

Fran Fine:
I came because my mother has an obsession with me getting married.

Sylvia Fine:
I came because my daughter has a delusion that I have an obsession.

Yetta Rosenberg:
I came because they brought me and I don't know how to get home.

Sylvia Fine:
[in therapy] At one point, I believe that a daughter has to stop blaming her mother for everything.

Sylvia Fine:
[to Yetta] This is your fault!

Yetta Rosenberg:
Me?

Sylvia Fine:
Yeah. You're the one who kept pushing me to have children. They're nothing but heartache.

Yetta Rosenberg:
That's right, Cookie. It's payback time!

Yetta Rosenberg:
Read me my horoscope.

Fran Fine:
Oh, OK. Ah, "Scorpio. Tomorrow, you will awaken..."

Yetta Rosenberg:
[excitedly] Whoo-hoo!

Niles:
[to C.C] We can't all learn Spanish the way you did, chasing frightened tourists down the streets of Pamplona.

Chastity Claire 'C.C.' Babcock:
[introducing herself] Hello Steve, C.C. Babcock. I understand you're a professor. And you're going out with Nanny Fine. What's the matter, research wouldn't give you a chimp?

Fran Fine:
[trying to get Steve's Labrador 'Max' off the couch] Max, will you marry me?

[Max gets off the couch, whimpering]

Fran Fine:
[sighs] Works every time.

Fran:
I thought you told Maggie to "go for it."

Yetta Rosenberg:
That's not Maggie?

Fran:
No, that's Grace!

Yetta Rosenberg:
Now I'm confused...

Fran:
Grace is the little one, Schmooie is the boy, the tall one is Maggie.

Yetta Rosenberg:
What, hot pants? Tell her to go for it? What am I, senile? Your husband would kick me out of the house!

C.C.:
Dear pompous Niles. Maxwell and Nanny Fine are on the outs - nothing could ruin this wonderful mood for me.

Niles:
Wanna bet? [Beckons her closer] Grandma Yetta, aged 80, living in a home got a heap of good loving last night. And you?

C.C.:
I hate my life!

Margaret 'Maggie' Sheffield:
Fran we didn't do anything. Greg and I decided to cool it.

Fran:
Why? I mean, good!

[Fran is preparing for a screen test to be an on air editorial commentator]

Bryant Gumbel:
I'll tell you what we'll do. I will give you a topic off the top of my head, and you just run with it. OK?

Fran Fine:
No problemo.

Bryant Gumbel:
Good. Gene therapy.

Fran Fine:
[with a look of deep thought] Jean therapy.

Stage Hand:
Fran Fine test, in five, four three, two...

Fran Fine:
[to the camera] Hi. I'm Fran Fine. How are you. I'm here to do an editorial commentary on jean therapy. Well, if you want my opinion, I think that there is nothing more therapeutic than slipping into a pair of jeans that make your tush look hot and a pair of ooh-la-la tattoos.

Sylvia Fine:
Ma, when you told us that you were engaged, you neglected to tell us that he was black!

Yetta Rosenberg:
[to Sammy] You're black? No wonder.

Chastity Claire 'C.C.' Babcock:
[talking about a disease for which there was a charity event they attended] Valerie Bertinelli did a movie of the week. I didn't see it, though. [gloating] I had a date.

Niles:
[instantly] Oh, then it was a big night for charity all around.

Maxwell Sheffield:
[desperately wanting to get rid of Fran's copy of Gloss magazine because it has a negative comment on her fashion sense, when it was actually he who gave her the purse that was a fashion Don't] Niles, get this piece of trash out of here!

Niles:
[stepping up to C.C] You heard the man - move it!

Chastity Claire 'C.C.' Babcock:
[finishing an argument about Maxwell letting Fran be a supervisor for costumes in a production of 'Our Town'; Niles is already approaching her from behind] If you insist on doing this, then you do the benefit alone, because I'm out of here!

Niles:
[throwing C.C.'s coat on her shoulders] Hasta la vista, baby.

Maxwell Sheffield:
YOU? You're the yoo-hoo lady?

Fran Fine:
[in the ladies room] I need a disguise!

Fran Fine:
[sudden inspiration] Yetta!

Yetta Rosenberg:
[from inside a toilet stall] What?

Fran Fine:
When are you coming out of there?

Yetta Rosenberg:
I can't decide whether to vote for Nixon or Kennedy.

Fran Fine:
[barging into the stall] Gimme that wig, old woman!

Yetta Rosenberg:
[pokes her head out after a brief struggle] Oh my god! It's just like Donna Duke and Susan Hayward in the Valley of the Dolls!

Maxwell Sheffield:
Oh, there you are, Niles. Do you think C.C.'s upset that I'm taking Fran to the premiere instead of her?

Niles:
No. Why would she be upset?

Maxwell Sheffield:
I'd hate for her to think I didn't like her.

Niles:
Now where would she ever get that idea?

Maxwell Sheffield:
Oh, I don't know. Maybe from some BIG, FAT BUTLER SCREAMING IT INTO HER FACE!

Maxwell Sheffield:
[Niles clutches his chest and pops a tablet] Oh, stop it. I know those are bloody tic tacs!

Fran Fine:
You know, I've got half a mind...

Maxwell Sheffield:
You've got no argument here!

Fran Fine:
You know B, I love how you look in those glasses.

Brighton Sheffield:
I'm really digging these glasses. I'm seeing some fine things that I've missed out on over the years. [looking at Fran] How old *are* you?

Fran Fine:
Take those off, you look like Urkel!

Fran Fine:
Mr Sheffield, look on the bright side. It could be me that's missing.

Maxwell Sheffield:
Oh, don't try to cheer me up!

Fran Fine:
Look, maybe it'll be a bust and nobody will show.

C.C. Babcock:
[barging in excitedly] Maxwell, look! It's a sellout! You won't believe the guest list. The Princess of Wales is coming!

Fran Fine:
Diana? I love her! Oh, can I go?

Maxwell Sheffield:
Yes, Ms Fine. You can go and explain to everybody why you're toothless!

Maxwell Sheffield:
I told you to take the bloody town car, but no, you had to walk! That document lasted three hundred and fifty years BEFORE IT MET YOU!

Fran Sheffield:
OK, it's true. Your father and I had a little tiff. But I don't want you kids to worry about it at all. I mean, just because I spent the night at Ma's does not mean that we're going to be getting a divorce.

Grace Sheffield:
But then why did Daddy call his attorney?

Fran Sheffield:
[in a shocked tone] What?

Grace Sheffield:
Kidding!

Val Toriello:
It's spring, Fran. Everyone gets a little hot and bothered. You know, the Discovery Channel says it affects all living orgasms.

Niles:
I've been killing myself all week trying to drop a pound. How does Mr. Sheffield keep in shape?

Fran Fine:
Running from commitment.

Chastity Claire 'C.C.' Babcock:
[sarcastically about Niles' obvious hair dye job] Smart, doing it gradually so no one would notice.

Niles:
Same way you became a woman.

Chastity Claire 'C.C.' Babcock:
[about Maxwell] What's he doing in London?

Niles:
One would hope Miss Fine.

Chastity Claire 'C.C.' Babcock:
[to Maxwell] I have a friend at CBS who wants to buy our show and turn it into a TV series.

Niles:
Whoa, back up. You have a friend?

Fran Fine:
You know, it is so obvious why you're giving ME a ticket.

Police Officer:
Why's that?

Fran Fine:
Because I'm black!

Fran Fine:
[finding out Lila has two sons] Oh, so I've got brothers.

Lila Baker:
They were from my second husband.

Fran Fine:
Oh! So I got *brothers*.

[Fran and Val borrow a film line when discussing Maxwell.]

Fran:
He's handsome. He's young. Alright, he's forty-two, but he's a nice man, a good catch. True?

Val:
True.

Maxwell Sheffield:
[about dating Leslie who looks like Fran] It's like ordering champagne but getting ginger ale, they look alike but they don't make you feel the same.

Niles:
[dragging C.C. into the parlour] Come, come.

C.C. Babcock:
Niles, what could be so damn important? [he points to Leslie and Fran]

Fran, Leslie:
[perfect unison] Hi!

C.C. Babcock:
Good God, it's multiplying!

Fran:
Say hello to bachelor number 3!

Maxwell Sheffield:
Oh, not you too!

Fran:
What?

Maxwell Sheffield:
I've been bombarded all morning with faxes and telephone calls. [showing Fran the faxes] Women who want to date me, women who want to have my children, and this one wants to...

Maxwell Sheffield:
[everyone's shocked] Oh, good gosh!

Niles:
[taking the fax] I'll follow up on that one, sir.

Maxwell Sheffield:
[about Fran quitting her nanny job] Would you like me to be there when you tell the children?

Fran Fine:
Oh, do we have to tell the children?

Maxwell Sheffield:
I think they'll notice you're missing.

Fran Fine:
Just tell them I'm taking a bath?!

Maxwell Sheffield:
Miss Fine, you'll be gone forever.

Fran Fine:
Tell them I'm putting on my make-up.

Chastity Claire 'C.C.' Babcock:
[to the children] You know when I'm down in the dumps, what cheers me up?

Fran Fine:
[sarcastically under her breath] A fifth of scotch and a fresh pack of batteries?!

Grace Sheffield:
I wrote you a poem, Fran.

Fran Fine:
You did?

Grace Sheffield:
[reciting] "F is for the fun we have together, R is for the rummy that we play. A is for the answers to my questions, and N is for the nasal things you say."

Fran Fine:
[in her most nasal voice] Ahhhhhhhhhhhhhhhhhhhhhh!

Fran Fine:
I'm Fran Fine. What's your name?

Jeff Sagansky:
Jeff Sagansky, and this is my daughter, Gillian.

Fran Fine:
So, what do you do?

Jeff Sagansky:
I develop shows for CBS.

Fran Fine:
Ooh, hah. You know, I'm a nanny, and a lot of people tell me that my life would make a great sitcom.

Jeff Sagansky:
[trying to create a distraction] Stewardess, how many hours left on this flight?!

Fran Fine:
You see, I was working in a bridal shop in Flushing, Queens, 'til my boyfriend kicked me out in one of those crushing scenes. Where was I to go, what was I to do? I was out on my fanny, pardon my French.

Fran Fine:
[Danny flirts with C.C. right after Fran breaks up with him] Two seconds, time heals all wounds.

Grace Sheffield:
[Fran's announced she's marrying Danny] That's odd, your closet's hardly big enough for *your* clothes.

Margaret 'Maggie' Sheffield:
He's not moving in with her.

Grace Sheffield:
Well that's not much of a marriage.

Brighton Sheffield:
[testing Fran's TV knowledge] Channel 29, what follows "The Ghost & Mrs. Muir"?

Fran Fine:
That would be "Family Affair", the episode where Mr. French accidentally drops Mrs. Beasley off the terrace, followed by "The Munsters" with Marilyn Number 2, followed by "Bewitched" with Darrin Number 1 but Mrs. Kravitz Number 2.

Maxwell Sheffield:
Bravo, Miss Fine. You seem to know more about sixties television than most people your age have forgotten.

Fran Fine:
Well, are you calling me old or just stupid?

Maxwell Sheffield:
You have a childlike quality that I find absolutely charming.

Fran Fine:
[to Niles] Childlike?

Niles:
[translating] Just stupid.

Chastity Claire 'C.C.' Babcock:
[about her brother, Noel] Every summer, he'd take me to the horse show.

Niles:
Did you ever win?

Fran Fine:
It's nice to have a man around who notices my inane intelligence.

Fran Fine:
Remember when I first moved here and you asked me, "Where was the Cabernet?", and what did I say?

Maxwell Sheffield:
Next to Cabin B.

Alex Trebek:
[during Final Jeopardy] Fran?

Fran Fine:
Well, my mother and I were on our way to Israel on El Al, and who was sitting next to us but Diana Kind, a.k.a. Barbara Streisand's mother, in *coach* - they got a lot of unresolved issues, those two - on her way to see the pyramids in Giza...

Alex Trebek:
So your response is Giza?

Fran Fine:
No, Mr. In-a-Hurry. But talking about Streisand and Egypt reminded me of Omar Sharif who, according to my Funny Girl trivia book, was *not* the first actor cast in the role of Nicky Arnstein, but was born in...

Alex Trebek:
MISS FINE!

Fran Fine:
[shouting] What is Alexandria?

Alex Trebek:
[shocked] That's right.

Fran Fine:
[to Val, while trying to determine the whereabouts of the missing Chester] Where in New York does an ice cream truck play a Barbra Streisand ballad?

Fran Fine, Val Toriello:
Greenwich Village!

Maxwell Sheffield:
Why on earth is Yetta getting married at her age?

Fran Fine:
I was wondering that myself.

Fran Fine:
[sarcastically] I guess it's because somebody asked her!

Val Toriello:
Well Fran, you know what they say...

[there is an extremely long pause]

Fran Fine:
[anxiously] What, Val?

Val Toriello:
No, really, *you* know what they say, Fran. You're far more the sophisticate than I.

Niles:
Sir, please let me have this weekend off. My last vacation was two years ago, but it doesn't really count. Ms. Babcock showed up and then there was this tropical depression. Mine!

Maxwell Sheffield:
Well, to be honest Niles, I did just give you a month off already.

Niles:
I was recovering from a heart attack!

Fran Fine:
Look, how you budget your vacation time is your business.

[Philippe is tutoring Brighton in French]

Philippe:
[to Brighton] Say it as though you were speaking to an exquisite woman, huh?

Philippe:
[passionately, with feeling] "Je t'adore. Je t'adore. Je t'adore." Huh? "Je t'adore."

Fran Fine:
[to Brighton] Honey, even I understood that. Go shut the door.

Niles:
[to C.C] You could have foreign men worship you too. Go to India. You'd be sacred.

[Fran realizes Philippe is a philanderer and shows him to the door]

Philippe:
But, je t'adore!

Fran:
[Thinking, "Shut the Door"] My pleasure!

Philippe:
One thing a Frenchman can spot a mile away is a cuckold.

Maxwell Sheffield:
Oh really? You know, I would have thought that would have been a plate of stinky cheese!

Philippe:
Limey!

Maxwell Sheffield:
Frog!

Philippe:
The only good thing to come out of your country is Andrew Lloyd Webber!

Fran:
[Fran gets in between them to prevent a fight] Hey! Hey! Hey! You know, I had a dream like this once.

Philippe:
Je t'adore.

Fran Fine:
Okay. [goes to the door] The man is obsessed with shutting the door.

Chastity Claire 'C.C.' Babcock:
[Trying to get Niles to leave the room] Don't you have something to dust off?

Niles:
[smugly] How about the left side of your bed?

[Fran and Sylvia were getting ready to go to a wedding. Fran is helping Sylvia with a tight new dress, the back of which has a series of criss-crossing spaghetti straps which are digging into Sylvia's skin]

Fran Fine:
Oh, I don't know about these straps, Ma. You look like a ham.

Sylvia Fine:
The salesgirl said I looked like a dream.

Fran Fine:
Maybe Oscar Meyer's.

Sylvia Fine:
She should choke on her commission.

[C.C. has taken the kids to the zoo, where they repeatedly mention that they would rather be there with Fran]

Chastity Claire 'C.C.' Babcock:
All day long it's, "Fran, Fran, Fran". If I hear the F-word one more time...

Fran Fine:
[to the wedding coordinator] Now Dirk, I just wanted to tell you, ours is a mixed marriage. He's from drinkers, we're from eaters. Let's plan the menu accordingly.

Fran Fine:
[their hotel room is ransacked by the storm] Oh my God, Val, we're gonna die!

Val Toriello:
Shouldn't our lives be flashing before our eyes?

Fran Fine:
Val, we're over 30, single and in bed with each other, WHAT lives?

C.C. Babcock:
[in a motorized wheelchair going in circles] Niles it's stuck, do something!

Niles:
Oh alright, let me get the manual.

Maxwell Sheffield:
Niles, are you busy?

Niles:
[tosses the manual] Free as a bird sir.

Maxwell Sheffield:
Niles, I'm worried, what if she dies?

Niles:
[about C.C] Oh I'll feed her eventually, sir, I'm just screwing with her.

Maxwell Sheffield:
I mean Miss Fine. If she dies, she'll never know how I feel about her. Nobody knows how I feel about her.

Niles:
Nobody kno - hello?

Fran Fine:
[drenched from the storm] Well I tell ya, this is the last time I stay in this hotel. I ordered room service a half an hour ago, do you see a fajita?

Sylvia Fine:
Men who marry the Fine women tend to die young.

Fran Sheffield:
Why is that?

Yetta Rosenberg:
'cause they want to?

[Fran comes home earlier than expected]

Margaret 'Maggie' Sheffield:
I thought you were going to be out shopping all day.

Fran Sheffield:
Well, I finished early. I'm good at it.

Maxwell Sheffield:
[to Fran] Before you came into my life, I never had the need for an emergency transvestite.

Niles:
Back! Back you journalistic spawn of Satan!

Grace Sheffield:
[playing with dolls] Now everyone: Mr. Fuzzy would like to share!

Fran Fine:
Oh, I just love playing with dolls!

Grace Sheffield:
We aren't playing!

Fran Fine:
No?

Grace Sheffield:
We're in group therapy.

Fran Fine:
Ohhhhhh. Thank God, because, you know, I heard Ken and Barbie are on the skids.

Grace Sheffield:
Really?

Fran Fine:
I heard it directly from Chatty Cathy. It seems that Ken found out that Barbie had a fling with G.I. Joe right before Desert STorm.

Grace Sheffield:
Poor Ken.

Fran Fine:
Poor Barbie! One little indiscretion in 30 years, and it cost her the dream house.

Grace Sheffield:
Barbie never said a word! She must be in denial.

Fran Fine:
Sure. Look at her feet. That's all from frustration. Never trust a woman who can't wear flats. [smiles; cut to beginning credits]

Brighton Sheffield:
[Maggie is playing piano off-key with wrong notes; Niles is spray-cleaning; Fran is reading Tres Chic as Grace entertains herself with checkers and Brighton reads, but then throws magazine to couch and rushes to Fran, hands over his ears] Alright, alright, I confess - just make her stop playing; it's torture!

Fran Fine:
[shakes head] You don't know what torture is. MY sister played the zither. Once my ears actually bled.

Margaret 'Maggie' Sheffield:
My teacher says I have nimble fingers.

Niles:
You know, sign language is an excellent hobby.

Grace Sheffield:
[to no one] Okay, I'll do it myself.

Brighton Sheffield:
[theatrically] Submitted for your approval: A girl who has a friend that isn't there. An imaginary friend, here in The Gracie Zone.

Fran Fine:
Give her a break. She's only 6! When she invites and imaginary guy to the prom, we'll start worrying.

Grace Sheffield:
I win! You want to go play hide-and-go-seek? Okay, you hide. [covers her eyes; almost immediately uncovers them] Where did she go? She IS good!

Fran Fine:
[enters therapy waiting room] Excuse me, is this Dr. Voort's office? [turns head to look at sign] Oh, yeah. Of course. I'm sorry. I'm just a little new at this whole therapy thing.

Lexine:
May I help you?

Fran Fine:
What's that supposed to mean? I'm okay, you're okay. [scoffs nervously and looks back to people waiting] Are THEY okay?

Lexine:
You must be a new patient.

Fran Fine:
Me, a patient? What are you, nuts? [looks back to see the people offended] Not that there's anything wrong with it. [turns back to receptionist] I just need to pick up Grace Sheffield.

Lexine:
You must be the new nanny.

Fran Fine:
Yes. Fran Fine. I'm sort of a role model for her. [receptionist looks doubtful] I'm sure she's mentioned me.

Lexine:
Anything Grace may have said about you is strictly confidential.

Fran Fine:
Well, what d'ya mean? Oh, if she blabbed about that little Chutes and Ladders incident, I did not cheat. [looks back to people] She just can't count! [Gracie comes out] Hiya, Gracie! How was your session?

Grace Sheffield:
It was great! I'm starting to make real progress!

Fran Fine:
[soft voice] Good for you.

Grace Sheffield:
[to air] Come on, Imogene! Lunch time! Stage Deli? [thrilled] I was gonna say the same thing. [walks to door]

Fran Fine:
[to people in chairs] That's AFTER a $150 session. [follows Gracie out]

Maxwell Sheffield:
[on the phone, looking at drawings] What can one say about these costumes? They're uh, they're awfully well-drawn; you stayed almost completely inside the lines.

C.C. Babcock:
[takes phone from Maxwell] They're grotesque; you couldn't design a dickey, you talentless hack! [removes phone from ear, shocked and meanwhile, Fran stands in doorway] He hung up on me!

Fran Fine:
[knocks on open door and enters the office] You catch a lot more flies with honey than you do with vinegar. Although what anybody would want with a whole bunch of flies, unless of course, you had a lizard to feed or a salamander or something. [Maxwell looks perplexed]

Maxwell Sheffield:
Miss Fine! May I ask why you're in my office babbling about reptiles?

Fran Fine:
Actually, I wanted to talk to you about one of the kids.

Maxwell Sheffield:
Hmm. If this is about canceling Maggie's piano lessons, God, yes!

Fran Fine:
So, she's not Liberace; is that such a crime?

C.C. Babcock:
Yes, in some countries, they'd cut off her hands. [she walks to couch and Fran, shocked and aghast, stares after her] What?

Fran Fine:
Question - When they shot Bambi's mother, did you find that a sad moment? [C.C. and Fran just stare at each other for a bit] At all?

C.C. Babcock:
[her smirk turns into a smile] I'm sure she's mounted in a nice home in a fine home somewhere.

Fran Fine:
Ah-huh. Well, [turns] now I'll talk to you. Yeah, um, I took Gracie out to lunch and that figment of her imagination tagged along. [sits on Maxwell's desk]

Maxwell Sheffield:
Ah, Imogene.

Fran Fine:
Now, not that I mind eating two BLTs, but she stuck me for the check.

Maxwell Sheffield:
Yes, she has been cropping up quite a bit lately.

Fran Fine:
Oh, you should have seen poor Gracie in the park, sitting on the teeter-totter with her little tush in the dirt, not budging an inch, just waiting and waiting. I'll tell you, it broke my heart.

Maxwell Sheffield:
Well, perhaps we should increase her therapy.

Fran Fine:
Well, I was thinking of doing just the opposite. I mean, she's six years old; does she really have to lie on some couch getting her head shrunk twice a week?

C.C. Babcock:
[walks over] Miss Fine, they don't actually shrink the child's head.

Fran Fine:
What am I, an ignoramus?

Maxwell Sheffield:
Miss Fine, while I appreciate your concern, Grace is a very complex child and therapy is an important outlet for her.

Fran Fine:
Well, look, if she needs an outlet, I'll take her to Jersey. They got a Ralph Lauren outlet, a Donna [dialogue buried under audience noise] I'm not sayin' the kid's gotta go cold turkey; I'm just sayin' I think she needs a little less Freud and a little more fun.

C.C. Babcock:
Therapy happens to be very beneficial. I've been going for 20 years. [Fran and Maxwell obviously perplexed, doubtful, shocked and confused]

Fran Fine:
[shakes head] Nahh. It's too easy.

C.C. Babcock:
"Ooh, Niles, what's the occasion?"

Niles:
It's for you. Congratulations on quitting smoking.

C.C. Babcock:
Oh, Niles, when you quit smoking, you have to be very careful not to gain weight.

Niles:
Oh really? [Niles puts a big dob of cream on a cake and slides it to her]

C.C. Babcock:
The Last time I quit, I gained 25 pounds

Niles:
Eclairs are ready.

C.C. Babcock:
I have to get back to work. [CC carries food with her]

Niles:
Yoo-hoo, Ms. Babcock, teatime.

Lambchop:
[regarding Mr. Sheffield] Nice tush!

Fran Fine:
You know, if Lamb Chop had married Howdy Doody, her name would be Lamb Doody.

Fran:
Lamb Chop! I have been a fan of yours ever since I was a little girl.

Lamb Chop:
Ever since you were a...

[chuckles]

Lamb Chop:
That is UMpossible. I'm only six.

Fran:
Oh, come on. I remember I used to watch you in my black-and-white...

Lamb Chop:
I'm ONLY six.

Fran:
Oh, I get it. That's okay. My mother counts in lamb years, too!

Shari Lewis:
Thank goodness she's okay.

Lamb Chop:
Okay? Speak for yourself! I was practically strangled by a leopard thong bikini!

Niles:
Oh. Sorry.

Fran Fine:
[Chester has Lamb Chop] Val... don't make any sudden moves.

Fran Fine:
[diving at the dog] CHESTER!

Maxwell Sheffield:
[after discovering Chester ate Lamb Chop] What do you want me to say, Miss Fine? I mean, my movie career is over before it even started.

Fran Fine:
Oh, Mr Sheffield, let's not be naysayers.

Maxwell Sheffield:
He ate the bloody star!

Maxwell Sheffield:
[Maxwell's holding up a shoe] Did Chester leave you a little gift?

Maxwell Sheffield:
Shhhh. Ms. Fine. I think he meant for it to be a secret because he hid it UNDER MY DESK!

Fran Fine:
Well if I can scrape it out of your gym bag, you can certainly...

Fran Fine:
[notices his irritated and surprised expression] Oh. Is that... picture crooked over there?

Fran Fine:
[hands Niles the soiled shoe] Here you go, Niles. I'll get the door.

Niles:
So this means Mr. Sheffield is in his stocking feet. And I have yet to clean up Chester's other little deposit in the...

Maxwell Sheffield:
NILES!

Niles:
Hall.

Maxwell Sheffield:
Darling, "seeing" a doctor does not necessarily mean they're being intimate.

Chastity Claire "C.C." Babcock:
Oh, please! When I "see" a man you don't think I'm intimate with him?

Niles:
Not if he sees you.

[Niles hands C.C. a glass of tomato juice]

Chastity Claire 'C.C.' Babcock:
Just plain tomato juice? Don't you have anything hard?

Niles:
Not for you.

Margaret 'Maggie' Sheffield:
But Chloe said...

Fran Fine:
I know what Chloe said, but we'll cross that b*tch when we get to it.

Trick-or-Treater:
[about Sylvia] That lady stole my candy!

Fran Sheffield:
[upon meeting Maggie's boyfriend Michael for the first time] Gee, you look very familiar to me.

Maxwell Sheffield:
Yes. Yes, you do. Are you an actor? Have you read for me before?

Michael:
No, I'm a model. I don't read.

[Maggie's boyfriend, Michael, is an underwear model]

Maxwell Sheffield:
Michael, do you have anything to fall back on when your rear end is no longer supporting you?

Maxwell Sheffield:
When we're in the middle of an argument, why do you always walk out when it's my turn to speak?

Fran Sheffield:
So I don't have to hear you.

Dr. Hamilton:
Mrs. Sheffield, seeing that you had some usually strong Braxton Hicks contractions - it's very common for women over thirty-five under stress - have you been stressed about anything recently?

Fran Sheffield:
You mean besides the fact that you think I'm over thirty-five?

Yetta Rosenberg:
Thank you for inviting me to your wedding Maggie.

C.C. Babcock:
Yetta, I'm... no.

Yetta Rosenberg:
Did you hear about Miss Babcock and the male maid?

C.C. Babcock:
[stunned] What are you talking about?

Yetta Rosenberg:
Well, Franny and her husband walked in on them while they were doing the horizontal hora.

C.C. Babcock:
Where? Kitchen? Closet? Stairway? Limo? Walmart?

Yetta Rosenberg:
Walmart, huh? If they dig the danger of getting caught, they should try the aluminum sheds at Home Depot.

C.C. Babcock:
[later, on the phone] Niles, they saw us! No. No. No. No, what does it matter where? The important thing is when you get back, I need to pick up something at Home Depot.

Sylvia Fine:
Darling, taking hormones is a natural thing. Your Aunt Addie and your Uncle Artie both took them.

Fran Sheffield:
Ma, that's because Aunt Addie *was* Uncle Artie.

Sylvia Fine:
Shhh, she's collecting two social security checks.

C.C. Babcock:
[flirting] Heya Baby!

Niles:
Hi Dumpling.

C.C. Babcock:
Mmmmm you smell good today. What is that scent you're wearing?

Niles:
Lemon Bowl Fresh. You're wearing those extra wide shoulder pads today.

C.C. Babcock:
I'm not wearing any.

Niles:
[intrigued] Better.

Margaret 'Maggie' Sheffield:
[to Brighton] Should we be worried about this?

Brighton Sheffield:
[stunned] No, let them experiment. I hope it's just a phase.

[Fran is reading personal ads to Niles]

Fran Fine:
Oh, look, here's a gem. "Young bi-couple, digs snakes, contact Theoni, PO Box 666, no weirdos."

Chastity Claire 'C.C.' Babcock:
Niles, move it with the food. These society women are vultures. Where's the pat??

Niles:
Why don't you just lie on the floor and let them peck at your liver?!

Chastity Claire 'C.C.' Babcock:
[about Fran's attire] I wouldn't be caught dead in that dress.

Niles:
You'd have to be dead six months to fit into it.

Mr. James Sheffield:
Thanks for inviting me over son. It takes a big man to do that.

Maxwell Sheffield:
[talking about Fran] Acually, it takes a woman with big hair!

Yetta:
Anyone see "Babe?" How'd they get that pig to learn all those lines?

Fran Fine:
You're married! [Looks at her ring]

Mrs. Joan Sheffield:
Mm-hmm! [smiles]

Fran Fine:
[sneers at Mr. Sheffield] Well... [starts slapping him] isn't that nice!

Mrs. Joan Sheffield:
Where did you find this delicious shrimp?

Yetta:
Oh, I came with her.

Mrs. Joan Sheffield:
No dear, I meant the crustacean.

Yetta:
Oh, she's my daughter.

Fran:
When did you start smoking again?

C.C.:
Somewhere between "I" & "do"

Maxwell Sheffield:
Where's Brighton?

Grace Sheffield:
Um, looking for Yetta.

Maxwell Sheffield:
Where's Yetta?

Grace Sheffield:
Looking for Brighton.

Maxwell Sheffield:
If you knew that they were looking for each other, why didn't you just tell them?

Grace Sheffield:
More fun for me?

Fran Fine:
[excitedly about a letter Fran just received] Ah, look Val. It's from Mai Ling.

Yetta Rosenberg:
Who's Mai Ling?

Sylvia Fine:
Oy, please.

Sylvia Fine:
[about Fran and Val] These two meshugganas adopted an orphan in high school for seventeen cents a day.

Yetta Rosenberg:
What a steal. Bell peppers are four ninety-nine a pound.

[Maxwell and Niles are arguing about their respective masculinity]

Niles:
I assure you, I am the most masculine one in this room...

[C.C. walks in]

Niles:
...until now.

Fran Fine:
Mr. Sheffield, remember when you told me that I could never have any more relatives staying at the house?

Maxwell Sheffield:
Yes, but more importantly, do you?

Fran Fine:
I was the most popular girl in school. It said so on all the bathroom walls.

[Fran is helping Brighton study for an exam]

Brighton Sheffield:
I don't need to be a genius. I'm going to be a producer like Dad.

Chastity Claire 'C.C.' Babcock:
[sarcastically] My fears are allayed. Maggie's social future rests securely in your capable hands.

Fran Fine:
[after C.C. leaves the room] Oh, at least her fears are getting allayed.

Fran Fine:
Come on Niles. You know all about that fancy-shmancy stuff.

Niles:
Yes. I'm very proud of my command of both the fancy and the shmancy.

Maureen Wentworth:
What a lovely artifact. Is it Mayan?

Fran Fine:
[pointing to Maxwell] No. It's his'n.

Fran Fine:
It also helps to unite against a common enemy... a good choice would be your P.E. teacher.

Margaret 'Maggie' Sheffield:
You make it sound like a war.

Fran Fine:
It's worse. War is just hell. This is high school.

Fran Fine:
It also helps to unite against a common enemy... a good choice would be your P.E. teacher.

Maxwell Sheffield:
You make it sound like a war.

Fran Fine:
It's worse. War is just hell. This is high school.

Margaret 'Maggie' Sheffield:
I don't know, Fran, Tasha's stuff is pretty edgy.

Fran Fine:
Edgier than this? [singing] Hate my life, I wanna be a wife, I'm gonna take a knife to your daddy!

Margaret 'Maggie' Sheffield:
Fran that was fantastic! How'd you come up with that?

Fran Fine:
I don't know!

Tasha:
What is this Kinko's? What goes on there?

Fran Fine:
Excuse me, I've been to Kinko's, try getting a student discount under those flourescents.

Tasha:
[pulling the covers off the bed] I am SO frustrated! [jumping up and down] WHY CAN'T I GET IN TOUCH WITH MY ANGER? [falls on the bed]

Fran Fine:
Well isn't that just great? Now the new maid [Val] has to make the bed all over again.

Val Toriello:
Fran you're never going to believe what happened to me, someone took my tokens, stole my purse... it's like I'm cursed!

Tasha:
[singing] Someone took my tokens, stole my purse, it's like I'm cursed!

Maxwell Sheffield:
Ah, good afternoon, Miss Fine.

Fran Fine:
Good afternoon, Mr. Sheffield. You know, the kids are at school, Niles is shopping. We could... do it.

Maxwell Sheffield:
[tentatively] All right. Hi... Fran.

Fran Fine:
[playfully] Hi Max.

C.C.:
Nanny Fine, I need something at your mother's.

Fran:
Oh, really. What?

C.C.:
You!

Stewart Babcock:
I suppose I have to show my face at this Streisand thing.

Fran Fine:
[with excited rapid-fire delivery] Barbra Joan Streisand, born April 24, 1942 to Manny and Diana Streisand of 457 Schenectady Avenue, Brooklyn?!

Stewart Babcock:
I take it you are a fan.

Fran Fine:
Well, if you call turning your bedroom into a shrine, seeing all of her movies twenty-five times, paying two hundred dollars for a piece of chewing gum from the bottom of Barbra's shoe...

Maxwell Sheffield:
Is that what that framed thing in your room is?

Fran Fine:
Oh no, that's a sour ball that Elliott Gould spit out, but he was married to her at the time.

[the doorbell rings; an injured Niles slowly makes his way to the front door to answer it]

Maxwell Sheffield:
Oh Niles, there's someone at the door.

Niles:
Oh, and I thought another angel got its wings.

Sylvia Fine:
I gotta go now. I got a very important thing to take care of before dinner.

Fran Sheffield:
What?

Sylvia Fine:
Lunch.

Maxwell Sheffield:
I am her father.

Fran Sheffield:
And what am I?

Maxwell Sheffield:
You're the nanny!

Fran Sheffield:
[gasps] You called me the N-word! Did you hear that, Niles?

Niles:
Do you get the house in the settlement?

Fran Sheffield:
Uh huh!

Niles:
Every word!

Fran Fine:
When you watch your mother fry up your Mr. Potato Head, it scars you.

Fran Fine:
When you fill out your taxes, what do you put in Marital Status: S or M?

Maxwell Sheffield:
S.

Fran Fine:
All right, so you told Uncle Sam you're single. Maybe it's time you told yourself.

Maxwell Sheffield:
But I want to be an M again.

Fran Fine:
Yeah, well, I want to be an M too. But first you got to get out there and make an S out of yourself.

Sydney Mercer:
[just after announcing she's a lesbian] Aren't you gay too?

Fran Fine:
[emphatically] Me? No!

Sydney Mercer:
I just assumed. You're over thirty, never been married, there's no man in your life.

Fran Fine:
Oh, honey, I'm not gay. I'm just pathetic.

Grace Sheffield:
[Maxwell is incredibly hung over] Daddy, are you sick?

Maxwell Sheffield:
No, no. I'm not sick. I'm fine, Margaret.

Fran Fine:
That's Gracie.

Maxwell Sheffield:
Oh. [aside, to Fran] When did we have her?

Fran Fine:
Never mind when we had her, when can we start making another one?

Fran Fine:
[Maxwell's come home drunk] Whew. You're about one hundred proof. Don't light a match.

Niles:
Didn't your father ever come home drunk?

Fran Fine:
No, we're Jewish. He came home gassy. Come to think of it, we never lit a match then, either.

Fran Fine:
Aren't you gonna to get it?

Niles:
I can let a phone ring, can you? It could be that fabulous man you were telling your mother about.

Fran Fine:
No, he wouldn't call.

Niles:
Why not?

Fran Fine:
I made him up.

Chastity Claire 'C.C.' Babcock:
[C.C. is waiting for Max to come back for a romantic evening in his office. The door opens and Niles walks in as C.C. doesn't turn around] Maxwell darling, is that you?

Niles:
[Niles dims the lights and whispers] Shh. Don't turn around.

[He blows on C.C.'s neck]

Chastity Claire 'C.C.' Babcock:
I'm yours. Tell me what you want me to do.

Niles:
[Niles thinks hard of a foolish idea and whispers it] Cluck like a chicken.

Chastity Claire 'C.C.' Babcock:
[C.C. looks confused] What?

Niles:
[whispering] It turns me on.

Chastity Claire 'C.C.' Babcock:
[C.C. smiles and starts clucking. Niles smiles and when C.C. turns around to see Niles she screams] Aah!

Niles:
Mr. Sheffield's been delayed. Did you think I was him?

Chastity Claire 'C.C.' Babcock:
If you tell anyone about this...

Niles:
Oh, I'd never do that. We need the eggs.

[Niles and C.C. are sitting on the sofa, having drinks]

Chastity Claire 'C.C.' Babcock:
Niles, I don't make it a habit of drinking with the help.

Niles:
I've never been any help to you.

Maxwell Sheffield:
[after walking in on Niles and C.C. kissing each other] Ms. Fine, how much did I have to drink this evening?

Fran Fine:
Not as much as them!

Chastity Claire 'C.C.' Babcock:
I loathe you.

Niles:
I despise you.

Chastity Claire 'C.C.' Babcock:
Servant.

Niles:
Trollop.

Chastity Claire 'C.C.' Babcock:
Bellboy.

Niles:
Brunette. [they start kissing passionately]

Val Toriello:
[about Fran's walk-in closet] Ah, what a walk-in! If it had a bathroom, you could sublet.

Fran Fine:
Did you smell the padded potpourri hangers?

Val Toriello:
Please, I had to take an antihistamine.

Fran:
I love the outfit, Miss Babcock.

C.C.:
Of course, it's an Aldolfo.

Niles:
Hitler?

Maxwell Sheffield:
[talking about Brock Storm] Is it me or is he the phoniest man in the world?

Niles:
Not including C.C., sir?

Brighton Sheffield:
Does that mean she kicked him in the...

Maxwell Sheffield:
Goodnight, Brighton!

Fran Fine:
Oh, Mr. Sheffield, look at you. You seem like a virgin on your wedding night, not that I would know! Ah... because I've never been married.

Charles Haste:
[C.C.'s pounding on the bathroom door] What's that?

Fran Fine:
Uh, the dog. We put her away because we didn't want her to ride your leg.

Niles:
Yes, we should really see about having her fixed.

Fran Fine:
[looking for a business card in C.C.'s purse] What's this? Oh, just a bill from my shrink, WHOA am I unhappy.

Charles Haste:
Where do you open?

Fran Fine:
Ooh! I know that one... it's uh...

Niles:
Would you like some cream cheese, Miss Babcock?

Fran Fine:
We open in Kraft!

Maxwell Sheffield:
We open in Philly, Miss Fine... uh Miss Babcock, fine, Miss Babcock.

Fran Fine:
Did you bring the half a mill?

Charles Haste:
C.C., I've been thinking it over and I don't want to give you that much.

Fran Fine:
You don't?

Charles Haste:
No, I want to double it! [C.C. moans in the closet, Haste looks at Fran]

Fran Fine:
Poltergeist! I got the apartment really cheap, but I can't watch TV.

Fran Fine:
Hello hello, I'm C.C. Babcock, off to work.

Niles:
Your usual street corner? [laughs] Miss Fine, please don't do this.

Fran Fine:
I'm Miss Babcock! Off to get money, from a man!

Niles:
Don't forget your change belt!

Grace Sheffield:
Fran, I've been wearing a training bra for about three months now, and what exactly is that it trains them to do?

Fran Fine:
You know, honey, you really can't train 'em. Eventually, they'll just get older and go their separate ways.

Sylvia Fine:
Funny you should bring this up. Since I started my diet, I went down an entire cup size.

Fran Fine:
What cup size did you go down to, Ma? Stanley?

[Sylvia notices a mark on Fran's neck, which Sylvia mistakenly thinks is a hickey]

Fran Fine:
[looking the mark on her neck in the mirror in horror] What is that?

Sylvia Fine:
Enough already. You don't have to hide. You can have a hickey at your age. You can have osteoporosis at your age.

Fran Fine:
[looking down her own blouse in shock] Oh my God, it goes all the way down my body.

Sylvia Fine:
[excitedly, still thinking it's a hickey] Mazel Tov, darling!

Fran Fine:
How did you ever become a doctor? You couldn't even play Operation.

Dr. Frankie Cresitelli:
Just calm down. Real people are a lot bigger than that little cardboard guy.

Juror #1:
You like a sensitive guy?

Chastity Claire 'C.C.' Babcock:
Yes. I used to be one.

Maxwell Sheffield:
Miss Fine, when are you going to forgive me for this?

Fran Fine:
Well, I'll give you a little hint. It begins with an N and ends with an A.

[Maxwell has a look of total confusion]

Fran Fine:
Nev-a.

Defense Attorney:
[walking over to Fran, reading the piece of paper on his clipboard] Juror number 2. Sorry, but under 'marital status', does this say 'Divorced'?

Fran Fine:
[looking at what she wrote] No. 'Disgusted'.

Niles:
[about Sylvia] You know, if Jimmy Hoffa had had a corned beef sandwich in his pocket, she'd have found him in a week.

Fran Sheffield:
[about Sara's parents] I just want everything to be so right. I mean, while they're here, I just want to come across as the perfect wife and mother.

Maxwell Sheffield:
And after they're gone?

Maxwell Sheffield:
They think you're an unfit mother.

Fran Sheffield:
Unfit?! I'm in the best shape of my life.

Fran Sheffield:
[after Sarah's parents catch Fran flashing Maxwell] Oh I am SO embarrassed!, but you know, she looked shocked but he gleamed at me a little.

Maxwell Sheffield:
Well I think I smoothed things over with them when I told them that my naked nanny in the living room was now my naked wife.

Fran Sheffield:
Oy, I just hope she didn't hurt her head when she fainted.

Fran Sheffield:
Who compares a wife to cheese?

Fran Sheffield:
Ma, I'm having a crisis, why don't you have anything sweet in the house?

Sylvia Fine:
I threw it all out. According to my weight chart, I should be 7 foot 1.

Val Toriello:
Why don't you try to solve your problems the way normal people do? Without food.

Fran Sheffield:
[looks at Sylvia] You wanna try it?

Niles:
What have you cooked?

Fran Sheffield:
[picks up an almost empty pitcher] Juice. Plus I managed to save three muffins that didn't burn.

Niles:
What about these with the icing on them?

Fran Sheffield:
Oh don't touch those, that's fire extinguisher foam.

Sylvia Fine:
His in-laws have money, when you have that much, you can find out anything about anybody.

Fran Sheffield:
Oh my God, what could they find out about me, Val? I did a lot of stupid things, does that mean I remember them all?

Val Toriello:
Well you did spend a night in jail, but they let you go once you proved it was just powdered sugar on your nostril.

Fran Sheffield:
Oh yeah.

Val Toriello:
And in high school you spent a lot of time in the principal's office, does that really mean you're responsible for his divorce?

Fran Sheffield:
That's enough, Val.

Val Toriello:
And remember the time you went to Alcapulco?

Sylvia Fine:
When were you in Alcapulco?

Fran Sheffield:
She means the restaurant, remember Ma, you sold the dip?

Sylvia Fine:
Oh yeah.

[the entire Sheffield household has descended on Sylvia's apartment unexpectedly]

Sylvia Fine:
[to Fran] You couldn't call to tell a person that you're coming. I would have Windexed the couch.

C.C. Babcock:
Where's your bathroom?

Fran Fine:
It's down the hall. [C.C. runs off]

Sylvia Fine:
The Glade is under the sink! [to Fran] Your father was just in there.

Fran Fine:
[dumps a sirloin in a bowl and pulls out a note] Oh look, mail's in!

Sylvia Fine:
Fran, have you been going through my meat?

Maxwell Sheffield:
This is depressing, are you saying this Gilligan chap never gets off the island?

Fran Fine:
He got off once but then they went back with the Harlem Globetrotters.

Sylvia Fine:
I've got a tongue in the freezer.

Brighton Sheffield:
[to Fran] What did she say?

Fran Fine:
Hi Kenny, what's new, how're your folks, whatcha up to?

Kenny Keroucan:
Hi Fran, not much, they're good, just doing laundry.

[the doorbell rings at the Sheffield mansion]

Fran Fine:
Oh, that's Val. You know, it's her first time to the mansion and she's my best friend, so I just want her to drop dead.

Niles:
How thoughtful. I'll leave, you pose.

[as Niles gets and opens the door, Fran strikes a pose for Val]

Val Toriello:
[with a look of amazement on her face as she enters the mansion] I'm droppin' dead.

Niles:
[to Fran] Mission accomplished.

Fran Fine:
[to Brighton] Honey, I am so far ahead of you, we're in different time zones.

Brighton Sheffield:
He never has time for us.

Grace Sheffield:
Maybe Daddy's seeing other children!

Fran Fine:
Let's not be paranoid.

Grace Sheffield:
I'm not paranoid... who said I was?

Maxwell Sheffield:
What have you got to say in your defense?

Brighton Sheffield:
I didn't inhale.

Maxwell Sheffield:
That is the most pathetically lame excuse in the world.

Maxwell Sheffield:
[rushing off to work, Brighton's repeating him] Brighton, don't be so smart, [Gracie has her mouth stuffed with an orange piece] Gracie dear, take smaller bites, and Maggie [Maggie has a towel over her head for an acne treatment] try to be a bit more outgoing. [leaves]

Brighton Sheffield:
Well, he's got my vote for Father of the Year.

Maxwell Sheffield:
Brighton was caught smoking.

Yetta Rosenberg:
Smoking? Bad!

Brighton Sheffield:
But you smoke.

Yetta Rosenberg:
Me it doesn't effect, I'm like a horse. But you know what smoking can do to you? Come, let's meet Ethel, phlegm in a hair net! [drags Brighton off]

Brighton Sheffield:
Oh no, not Ethel! Not Ethel! [to Maxwell and Fran] I swear I'll never smoke again! Oh God!

Fran Fine:
I'm your granddaughter, Fran.

Yetta Rosenberg:
Oh Franny, nice to meet you.

Fran Fine:
One nice thing about senility, you're always meeting new people.

Brighton Sheffield:
Oh no! I look like Snap!

Fran:
Val once dated a boy who looked like Crackle. [to Niles] Unfortunately, he popped too soon.

Maxwell Sheffield:
Miss Fine, where's Jocelyn? It's time to give her away.

Fran Fine:
Too late, she's already gone.

[Maxwell opens the door to see Jocelyn kissing Lester. Maxwell closes the door and goes back out to speak to Fran]

Maxwell Sheffield:
My God, what did you do?

Fran Fine:
I didn't say anything to her!

Maxwell Sheffield:
Did you speak to Lester?

Fran Fine:
Oh, I talked to a million people today. You think I remember every Tom, Dick, and Harry?

[Fran goes to the living room where the wedding ceremony is supposed to take place]

Kenny Keroucan:
[to the seated crowd] Uh... Ladies and gentleman. We're experiencing a little technical difficulties. So for your pre-nuptial enjoyment, the comic stylings of Mr. Kenny Keroucan.

Kenny Keroucan:
[confused] Huh?

Kenny Keroucan:
[after Fran quickly urges Kenny to perform his stand-up routine] So... How many of you been bar mitzvahed?

[Nigel follows Fran to the hall, where Maxwell is still waiting]

Nigel Waters:
What's happened?

Maxwell Sheffield:
Ah, Nigel. Uh...

Nigel Waters:
Jocelyn? Is she all right?

[Nigel is about to open the door to the room where Jocelyn is]

Fran Fine:
[excitedly] Don't go in there.

Nigel Waters:
Why not?

Fran Fine:
Uh... It's bad luck to see the bride before the wedding?

Nigel Waters:
[after Nigel opens the door and sees Jocelyn kissing Lester, Nigel slams the door closed behind him] I'll say.

Jocelyn Sheffield:
I'd like you all to meet Nigel Waters, the Duke of Salisbury.

Fran Fine:
Oh, I love your steak.

Nigel Waters:
Thank you. Lord Worcestershire and I get together every Sunday for a barbecue.

Maxwell Sheffield:
And the Earl of Sandwich pops by for leftovers.

Maxwell Sheffield:
Jocelyn. Nigel. I'd like you to meet my business partner, Miss C.C. Babcock.

Chastity Claire 'C.C.' Babcock:
Actually, I'm more like part of the family.

Niles:
Yes. We keep putting her out at night, and she keeps finding her way back.

Chastity Claire 'C.C.' Babcock:
[to Maxwell lovingly, to get him in a romantic mood] I don't know why, I just love weddings.

Niles:
We all love what we can't have.

Maxwell Sheffield:
Jocelyn's coming for a visit. And she's bringing a man.

Fran Fine:
Oh, what a great hostess gift. Gee, I hope she knows my size.

C.C.:
Come on Niles, tell me what Maxwell's getting me for my birthday. I'll give you fifty bucks.

Niles:
No! But if you tell me your age, I'll tell you.

C.C.:
[pulling money out of her purse] All right. Seventy-five.

Niles:
There, that wasn't so hard to admit now, was it?

Chastity Claire 'C.C.' Babcock:
[on the telephone] Hello. Is this Mr. Bradley? We haven't met, but your little Frank is in the same class as my Gracie.

Grace Sheffield:
[overhearing] I'm not hers, am I?

Fran Fine:
No, angel. You don't shed your skin.

Val Toriello:
Fran, I remember the tattoo being a lot higher on your tush.

Fran Fine:
It was, Val!

Young Jewish Woman:
[Maxwell has arrvied in front of Sylvia's building in a new Porsche and is immediately surrounded by a crowd of women. Fran is on her way down via the fire escape. An attractive woman pushes herself through the crowd, in front of Maxwell, who's sitting on the hood of his new car] Are you stalled? Do you need a jump?

Fran Fine:
[from the final ladder] Hey, hey, hey! If anybody's gonna jump him, it's gonna be me!

Maxwell Sheffield:
[about Fran and her pregnancy] Ever since she entered her third trimester, her mood swings have been lethal.

Niles:
Oh, I know. It's worse than when Sylvia gave up chocolate. That was the most unbearable hour of my life.

Fran Drescher:
Are you two here on vacation?

Niles:
[pointing to Fran] Oh no, we're here spying on her husband who's having an affair with my girlfriend.

Fran Drescher:
[about her television show] Oh, we did that very same story this season.

Fran Sheffield:
Really?! I didn't see that. When was it on?

Fran Drescher:
Now! Don't forget to watch the series finale next week.

Fran Sheffield:
Oh, I wouldn't miss it for the world, unless of course that's the night I'm having my twins.

[Libby the psychic is giving Yetta a reading]

Yetta Rosenberg:
So tell me, where do you see me twenty years from now?

Libby:
[slightly confused, as she starts the reading] I see you with a man in New York, and this young guy in Paris, and a jazz saxophonist in Chicago.

Yetta Rosenberg:
[excited] That sounds good.

Libby:
[suddenly looking up in surprise] Are you an organ donor?

C.C. Babcock:
Nanny Fine, you have nothing to worry about. I found my man and I am completely, and totally...

C.C. Babcock:
[leans forward and speaks slyly] and multiply satisfied.

Fran Sheffield:
[shocked and fascinated] Reeaally?

C.C. Babcock:
That is the joy of being with a man who lives to serve others, baby! [both start laughing hysterically]

Niles:
Happy Valentine's Day, sir. Did you decide what to get for Miss Fine?

Maxwell Sheffield:
Yes. Nothing.

Niles:
Oh, you can't get her the same thing you got me.

Maxwell Sheffield:
Niles, may I confess something to you?

Niles:
Well, I'm not a priest, sir, but I'm this close to living the life of one.

Sylvia Fine:
If you leave, I'm going to throw myself in the Hudson River.

Fran Fine:
Ma, flooding New Jersey is not going to solve anything.

Chastity Claire 'C.C.' Babcock:
Nanny Fine, about your wedding, I just came back from Crate and Barrel...

Niles:
Shopping for a dress?

Chastity Claire 'C.C.' Babcock:
They're fumigating my apartment.

Niles:
They've tried that before. You always come back.

Fran Fine:
Big hair and short skirts. That's what got Mel Gibson the Oscar.

Fran Fine:
[to Maxwell] Well I just thank God that I was making tea while opening the mail when this envelope addressed to you accidentally steamed open.

Brighton Sheffield:
[about a favor Fran helped him with] Oh, by the way, how can I thank you for getting Dad to say yes.

Fran Fine:
[holding up the ring finger on her left hand] Get your Dad to say 'yes'.

Margaret 'Maggie' Sheffield:
Brighton, you are so pathetic.

Margaret 'Maggie' Sheffield:
[to Fran] I mean, he walks around the house all day with his guitar and he doesn't even know how to play.

Brighton Sheffield:
[to Maggie, in rebuttal] Hey, you wear a bra!

Margaret 'Maggie' Sheffield:
[to Brighton, beat] Hey, at least I've seen one.

[C.C. and Fran are talking about Maxwell's attraction to Bobbi Flekman, who bears a strong physical resemblance to Fran]

Chastity Claire 'C.C.' Babcock:
Don't you see, Bobbi Flekman is an amalgamation of the two of us. She is everything he is searching for in a woman.

Chastity Claire 'C.C.' Babcock:
[pointing at herself] Beauty, brains, and...

Chastity Claire 'C.C.' Babcock:
[pointing to Fran]... a slut.

Fran Fine:
[in an offended tone] Hey!

Fran Fine:
[after thinking about it] You know, you may be onto something.

Sylvia Fine:
[hypothetically] Say you're in a buffet.

Fran Fine:
Yeah.

Sylvia Fine:
And there's one piece of cheesecake left, and some obnoxious woman tries to grab it. What do you do?

Fran Fine:
Cut in front of you, Ma.

Alicia Machado:
Hi, I'm Alicia Machado

Fran Fine:
The one from Who's The Boss?

Alicia Machado:
Oh, no. That's Alyssa Milano

[Niles is going to be best man at his friend's wedding]

Chastity Claire 'C.C.' Babcock:
Oh, poor Niles. Always a best man, never a man.

Fran Fine:
[about Sylvia] Why is she the one that always gives me that warm, fuzzy feeling?

Val Toriello:
'Cause she don't wax her chin.

Fran Fine:
Where are all the Kleenex? Wasn't this a full box?

Grace Sheffield:
[enters the kitchen with an obviously stuffed bra] Good morning everyone. Fran, where are the double stuffed Oreos?

Fran Fine:
[Brighton starts to speak] Shut up, Brighton.

Maxwell Sheffield:
Miss Fine, I haven't noticed Grace's new figure since we left Disney World, what happened?

Fran Fine:
Space Mountain. Those things are now in another galaxy far far away.

Sylvia Fine:
[talking to Fran about wall decor] Could you not vomit looking at this?

Yetta Rosenberg:
[sarcastically] Oh and this is hip!

Sylvia Fine:
At least it's more appetizing!

Yetta Rosenberg:
[sarcastically] Yeah, you need more appetite!

[Niles is trying to get into the Professional Butler's Association]

Niles:
[about the association] I happen to come from a long line of butlers, each one a member, until my father, the butler to the Duke of Carlisle, accidentally knocked over a vase.

Fran Fine:
And for that they kicked him out?

Niles:
He was wrestling naked with the Duchess at the time.

Fran Fine:
By the way, Niles, what is your family name?

Niles:
It's just Niles; like Cher.

Brighton Sheffield:
[to Fran and Niles] Dad and I are going to go see the Padres play the Mets. OK, see you guys.

[Brighton leaves the room as Maxwell enters]

Maxwell Sheffield:
[to Fran and Niles] All right, well Brighton and I are off to see Pagliacci at the Met.

[Maxwell leaves the room]

Fran Fine:
Oh, isn't this funny how people just hear what they want to hear.

Niles:
Yes, one of the pitfalls of a big house.

Fran Fine:
[excitedly] When did Brad Pitt call the house?

Fran Fine:
[about a wig Maggie bought at The Chatterbox and that Fran and Maxwell want to return] Don't you worry. They'll give us a full refund at The Chatterbox. I'm like family there.

Claude:
[cut to Claude at The Chatterbox on the phone with Fran] Fran who?... No, no returns, no refunds...

Claude:
[sighs] Sorry dear, tears don't work on me...

[rolls eyes]

Claude:
Neither does *that*... Well, that *might* work if I close my eyes...

[Niles serves C.C. a plate of breakfast]

Chastity Claire 'C.C.' Babcock:
[whining] Niles. My eggs are all dried up.

Niles:
The gene pool is safe.

Fran:
[walking in with a baby in her arms] Gracie, go and see if you can find some bottles. Niles, do we have some old nipples around here?

C.C.:
[walking through the door] Hello, hello.

Niles:
[covering his mouth and shaking his head] uh-uh

Niles:
[walking into the kitchen, looking tired] Oh, I just could not get out of bed this morning.

Niles:
[faking sympathy] Oh... [back to usual Niles] Some-one leave a big rock on your coffin again?

Fran:
- I'm glad you're here because I really need a woman to talk to.

C.C.:
[Niles is silent. C.C. turns to Niles] Well, aren't you going to say anything?

Niles:
What? You mean because she said that, you thought I was going to say something about you not being a woman? [pause] That is beneath me, sir.

Sylvia Fine:
Darling, do you remember when we went to the Doral Hotel in Miami Beach...

Fran Fine:
Yeah.

Sylvia Fine:
...and I went to the pool bar wearing a string bikini. Do you know why people were laughing behind my back?

Fran Fine:
Because that was the view that was funny?

Sylvia Fine:
[Fran, Sylvia, and Val walk into an exclusive clothing store] Apparently, it's so exclusive they don't even let the clothes in.

[C.C. has just turned down Niles' proposal]

Fran:
Oh no, you turned him down because he's not rich? Miss Babcock, why do you always think with your head? What does your heart say?

C.C.:
Don't marry a maid.

Fran:
Well, what does your liver say? Does that at least say "Can the maid take me out for a drink?"

C.C.:
Nanny Fine, what is this sudden interest in my love life? Did I interfere with you and Maxwell? Did I push you two together?

Fran:
No, you tried to push me in front of a bus.

C.C.:
ONCE, and I apologized!

Fran:
My husband told me I have to butt out, but I can't butt out until I butt in! It's a whole hokey-pokey syndrome.

[one of the dolls Fran and Max are looking after to prepare them for the twins begins to cry]

Sylvia Fine:
Oh, look at this. Brings back memories of motherhood.

Fran Sheffield:
[trying to stop the crying] Oh, Ma, what did you do when me and Nadine started to cry?

Sylvia Fine:
I left the room. The sound was so annoying.

C.C.:
Me marry you? Please. You are a pathetic excuse for a man.

Niles:
DITTO! But at least I know when to move on. You are going to spend the rest of your life pining for a man who doesn't love you, and has married a woman half your age.

Fran:
Oh Niles, please don't go!

Niles:
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! [to Maxwell] I'll be leaving first thing in the morning, sir. [goes up the stairs]

C.C.:
[visibly shaken] My god, he's right. The best years of my life are gone. And they sucked.

[Fran and Maxwell have just finished kissing]

Chastity Claire 'C.C.' Babcock:
Maxwell, we have business to attend to other than playing kissy face with the help.

Fran Fine:
Oh, come on, Miss Babcock. I'm not really that much help.

Maxwell Sheffield:
Oh, Niles, Niles. Come here. I want to tell you something.

Niles:
Uh-hm.

Maxwell Sheffield:
Niles, can you keep a secret?

Niles:
Well, I'm good until I meet another person.

[Fran telephones Sylvia]

Sylvia Fine:
[picking up the telephone] Yes?

Fran Fine:
[excitedly] I'm getting married!

Sylvia Fine:
Sorry, Miss. You got the wrong number.

Chastity Claire 'C.C.' Babcock:
Well, it's been five days, and I haven't lost a single pound on this damned liquid diet.

Niles:
Maybe because it's gin.

[C.C. grimaces at Niles, while she walks over to Fran who is eating a big piece of cake]

Chastity Claire 'C.C.' Babcock:
Nanny Fine. How do you eat like that and stay so thin?

Fran Fine:
I have a very fast metabolism. Every time I think about how old I am and the fact that I'm still single, my heart starts racing.

Aunt Freida:
[about hiring Niles] Maybe I could use some help. I've got all that Lardo porcelain to dust.

Sylvia Fine:
Freida, it's Lladr?.

Aunt Freida:
You can pronounce it. I can afford it.

Fran Fine:
[to C.C] You went to finishing school. I had trouble finishing school.

Maxwell Sheffield:
Miss Fine. What is Dr. Joyce Brothers doing in my sitting room?

Fran Fine:
Well, if you must know, she's here to decide if me or Miss Babcock is more right for you, not that it's any of your business.

Fran Fine:
This is why we can't have nice things!

Chastity Claire 'C.C.' Babcock:
[about Fran] She thinks you're a killer. She even thought you were trying to kill me.

Niles:
Oh, I wouldn't even dream of touching you, like any other normal man.

Chastity Claire 'C.C.' Babcock:
Nanny Fine, hearing you talk about Niles just makes me want to slam my head against a brick wall. [hits her head against the shoulder of Fran's brick suit]

Fran Fine:
I think Niles might be a murderer!

Chastity Claire 'C.C.' Babcock:
Nanny Fine, Niles would never kill anyone, then he'd make a mess and he'd have to clean it up.

Fran Fine:
Look at that, he wears the same thing everyday, just like Fred Flintstone.

Fran Fine:
I saw the list. You explain Secure Alibi.

Niles:
That was the title.

Fran Fine:
What about the morgue?

Niles:
I was doing research.

Fran Fine:
Well what about the bananas?

Niles:
I was making a pie!

Fran Fine:
...Well where is it?

Niles:
Your mother was here.

Fran Fine:
Honey, don't scratch like that. People will think you have lice.

Grace Sheffield:
I do. My school sent home a letter.

Fran Fine:
[gasps] You got head lice, at your 14 THOUSAND dollar a year school. [Sylvia] Vermin they give you but you still gotta bring your own juice.

Niles:
Why can't I be more like him? I'm as smart as he is, as talented as he is. Who came up with this system of the haves and the have nots?

Fran Fine:
Uh, that would be the haves.

Niles:
I'm glad we're alone.

Fran Fine:
Yeah. Just you, me, and that piercing voice that CARRIES TO THE NEIGHBOURS!

Fran Fine:
[trying to stall] Oh. Look at this. Texas has the death penalty. Boy, they're frying them like chickens down there!

Maxwell Sheffield:
Oh Miss Fine, there's nothing to be ashamed of. The human body is a beautiful thing.

Fran Fine:
Uh-huh. Well, I could have had that body too had I cashed in my Israeli bonds.

Chastity Claire 'C.C.' Babcock:
Don't look at me, I wanted to do "Twelve Angry Men".

Niles:
Mm, but they didn't want to do you.

Showgirl:
What do you want to be when you grow up?

Brighton Sheffield:
A haltar top.

Niles:
You may not look through the keyhole while your father is auditioning showgirls.

Brighton Sheffield:
Why not?

Niles:
That's where I'll be.

Fran Fine:
Watch it! You could poke someone's eye out with those!

Fran Fine:
I just saw Mr. Sheffield naked in the shower. It was horrible.

Niles:
Yes, I keep telling him to go to the gym.

Fran Fine:
[to Maxwell] It's no big thing. Oy!

C.C. Babcock:
I've got to hurry home and get on the internet. I met the most fabulous man online.

Fran Fine:
Oh? What's his name?

C.C. Babcock:
I don't know. We go by screen names. His is Porschepuppy.

Brighton Sheffield:
[just coming into the conversation] YOU'RE goodandplenty?

C.C. Babcock:
[sitting down on the stairs] I am so embarrassed! The things I said. The things he said... you know, he's got quite a vocabulary for a fifteen year old.

Niles:
Oh cheer up. You should be happy someone's still interested in those old floppy disks.

Margaret 'Maggie' Sheffield:
So Sylvia, what did you and Morty do on your first anniversary?

Sylvia Fine:
We went to Puerto Rico.

Margaret 'Maggie' Sheffield:
What about you, Yetta?

Yetta Rosenberg:
We fled Poland.

[Fran is in the middle of giving birth to her daughter. Fran is in excruciating pain.]

Fran Sheffield:
[yelling about her baby still inside her] Oh my God, she's got my mother's hips.

Sylvia Fine:
[upon seeing Fran's newborn baby boy - Sylvia's grandson - for the first time] Oh my God, how precious. I could eat him up.

Fran Sheffield:
[to Maxwell as she is thinking Sylvia could be speaking literally] Get him away from my Mother!

Fran Sheffield:
[to Sylvia] The teacher dropped a word that I didn't understand.

Fran Sheffield:
[to Grace] Which one was that?

Grace Sheffield:
Curriculum.

[Fran nods her acknowledgment]

Grace Sheffield:
She said it was broad based, and you said, "What do the boys study?"

Rodney Pembroke:
See, you have money. You don't know what it's like to be an underdog.

Fran Sheffield:
Oh, puh-leez, are you kidding me?! I was an underdog before underdog had his own series.

Niles:
[to Maxwell, about Fran] Well, if I were you sir, I'd do something before she wakes up in the bedroom of another man... sion.

[Maxwell is reflecting on his predictability]

Maxwell Sheffield:
[after asking Fran if she likes the tie he's wearing] Yes or no?

Fran Fine:
Well, it wouldn't be Monday without your Monday tie.

Maxwell Sheffield:
[ripping off his tie] That's it, it's gone. All right, what else don't you like?

Fran Fine:
I'm not crazy about the pants.

Maxwell Sheffield:
[venting his frustration at his desk to Niles] Can you imagine - Miss Fine thinking I'm predictable! [Niles starts to write something on a sheet of paper on the desk] Me! [pause] Mr...

Maxwell Sheffield, Niles:
- Spontaneity!

Maxwell Sheffield:
Niles, you don't think I'm predictable?

Niles:
[stone-faced, holds up the paper for Mr. Sheffield to see. It reads:] OF COURSE NOT, SIR!

Chastity Claire 'C.C.' Babcock:
[tries to console Fran, who believes her parents are divorcing] Oh, nanny Fine, get a grip. My mother left when I was four.

Niles:
She wanted a girl.

Fran Fine:
[rushes to knock the bathroom door] Daddy! Come outta there! What are you doing in there?

Sylvia Fine:
[the door opens, Sylvia exits, glowing] Me.

Fran Fine:
Ma, Mr. Sheffield and I aren't even married!

Sylvia Fine:
Are you living together?

Fran Fine:
Yes.

Sylvia Fine:
Are you raising his kids?

Fran Fine:
Yes.

Sylvia Fine:
Are you having sex?

Fran Fine:
No.

Sylvia Fine:
Then you're married!

Fran Fine:
[coming to breakfast fully dressed] Good morning everyone.

Maxwell Sheffield:
Miss Fine, why aren't you undressed?

Fran Fine:
You know, I've dreamt of you asking me that question. [to the children] Only you guys weren't there. [to Maxwell] But Niles was. What that man can do with a feather duster! Don't ever let him go.

Maxwell Sheffield:
Just what is your problem Miss Fine?

Fran Fine:
We're in a rut, honey. I mean, Mr. Sheffield. Nothing ever changes around here. I mean, it's Monday morning, which means Miss Babcock has just arrived. She's handing Niles her coat. She's saying 'careful, I just cleaned my fur'. To which he responds 'well, don't cough up any hairballs.' [slight pause] And right about now, she's getting even with him.

Niles:
[he lets out a scream, limps in, then talks in a high pitch voice] Miss Babcock is here.

Fran Fine:
Aren't you sick of the same old routine?

Maxwell Sheffield:
I don't have a routine, Miss Fine.

Fran Fine:
Of course you do. I come in here every morning, I sit down, you say I look gorgeous...

Maxwell Sheffield:
Well, I don't do that.

Fran Fine:
Well, start.

Maxwell Sheffield:
Miss Fine, how do you propose to pay for your trip to Alaska when you told me to lock all your credit cards up in the safe?

Fran Fine:
I'm sorry, I tuned out after you said 'propose'?

Niles:
So, sir, how could I break this to you... Miss Fine has taken a job on a soap opera and she's not coming home.

Maxwell Sheffield:
What? A speaking part? [line repeated in the episode by various characters]

Niles:
Sylvia, they're on their honeymoon. Your daughter is not here, why are you?

Sylvia Fine:
I smell bacon!

Niles:
Well, it must be coming from next door.

Sylvia Fine:
Well, I don't know them.

Niles:
I had so much to drink at the reception. I had the strangest nightmare that Santa Claus was trying to have his way with me.

C.C. Babcock:
[Enter a hungover CC in a red housecoat with white trim] Oh my God. We didn't, did we?

Niles:
Well, I'm not sure. Say ho ho ho.

C.C. Babcock:
No one can ever know that this might possibly have happened.

Niles:
Well, it ain't going on my resume.

Sylvia Fine:
Well of course, I can't talk if my mouth is full.

Niles:
I'll make the omelets.

C.C. Babcock:
I'll make the pancakes.

[Fran is reading a book on pregnancy]

Fran Sheffield:
"What to expect in your eighth month: indigestion, heartburn, bloating, flatulence, nasal congestion." Ah, well, according to this, my entire family's pregnant.

Niles:
You know, the worst part about your pregnancy is going to be the mood swings.

Fran Sheffield:
Oh?

Niles:
I can get very testy.

[Sylvia has been pampering Maxwell]

Fran Sheffield:
I just want to fuss over you like Ma does.

Maxwell Sheffield:
Yes, but if I wanted someone to cook and clean and fuss over me, I've had married Niles.

Niles:
[wearing a construction worker outfit] Oh, and you didn't think this look worked for me.

Maxwell Sheffield:
Miss Fine. I've made a decision.

Fran Fine:
Yeah.

Maxwell Sheffield:
I simply can't risk Margaret spending her whole winter vacation with that boy, so I'm sending her abroad.

Fran Fine:
A broad? You want her swinging that way?

Maxwell Sheffield:
[to C.C. and Niles about the Christmas holidays] I propose we shut up the office on the fifteenth. No one important is ever around for the holidays. You staying in town again, C.C.?

Chastity Claire 'C.C.' Babcock:
Where do you stash your cash?

Niles:
Somewhere you'll never get near.

Chastity Claire 'C.C.' Babcock:
Oh. Your mattress.

Niles:
[pointing to Maxwell] No. His.

Maxwell Sheffield:
It's amazing. Every time I ask you to do something, you always manage to screw it all up.

Fran Fine:
And yet, you continue to ask me! You need help, Mister.

Fran Fine:
It's so hard planning a vacation when you're single.

Niles:
Yes it's much better when you have a family, so you can haul around their ski equipment and listen to 'Niles get me a brandy' 'Niles get me a comforter' 'Niles go out in the snow for a pizza!'

Maxwell Sheffield:
[entering] Niles...

Niles:
WHAT? is that on your shoe?

Niles:
[passing by dancing women on the island] Looking good, Marisol... shake it Miss Babcock. [C.C. turns around] Oh daylight come and me wan' go home.

Fran Fine:
When I was 16, I went on a Kibbutz and I had the time of my life.

Margaret 'Maggie' Sheffield:
A Kibbutz? Isn't that like one of those hippie communes from the 60s?

Fran Fine:
Well, yeah except the only thing we smoked was fish.

Maxwell Sheffield:
[discussing holiday plans with Niles] Why don't you take a nice vacation just for yourself?

Chastity Claire 'C.C.' Babcock:
Oh please, the lost Marx brother Cheapo?

Chastity Claire 'C.C.' Babcock:
Looky Diamond Jim, I brought you some travel brochures. Don't worry, they're free. Let's see, windsurfing in St Bart's. Uh oh, twenty-five dollar equipment fee. [tosses the brochure away] You know, if you flip one really fast it's like you're there.

Niles:
Is that how you make your dates move? As it happens I've made travel plans.

Chastity Claire 'C.C.' Babcock:
Oh? Which island did you decide on, Staten or Coney?

Niles:
Actually, I can afford to make a lovely trip. I sold a gaudy pair of gold cufflinks Mr. Sheffield gave me. One treble clef, one bass clef. [shivers in disgust]

Chastity Claire 'C.C.' Babcock:
I gave Maxwell those cufflinks for his birthday.

Niles:
Oh. Well then thanks for the trip.

Sylvia Fine:
[upon entering the Sheffield kitchen] Surprise! I got a pecan coffee cake.

Fran Fine:
What's the surprise, Ma: you brought it all the way here and it arrived whole?

[Fran and her cousin Sheila are lamenting their single status, especially after Yetta announces she just got engaged]

Fran Fine:
[about Yetta] What does she have that we don't?

Cousin Sheila:
Removable teeth?

Brighton Sheffield:
[about Niles] He's making me hold his sweaty ankles and he's wearing these really baggy shorts. Are you getting the picture here?

Chastity Claire 'C.C.' Babcock:
Nanny Fine, I need something at your mother's house.

Fran Fine:
What?

Chastity Claire 'C.C.' Babcock:
You!

[Sylvia is reading an article in the newspaper]

Sylvia Fine:
[reading excitedly] "Miracle soap washes away fat. Shower and shed pounds at the same time."

Fran Fine:
Wow, Ma, that's perfect for you. You can use a bar of Dove to get rid of your Dove Bar.

Maxwell Sheffield:
Ladies, tell me - what could be better than my new play being nominated for a Tony Award?

Sylvia Fine:
Your face on my grandchild.

Chastity Claire 'C.C.' Babcock:
Now, what would I look really great in?

Niles:
A sealed mausoleum.

Maxwell Sheffield:
Sweetheart, how was therapy today, hm? Any, uh, any breakthroughs?

Grace 'Gracie' Sheffield:
We did some regression work. Dr. Bort took me back through my childhood.

Fran Fine:
Must have been a quick trip!

Grace 'Gracie' Sheffield:
Oh, you have NO idea how complicated I am.

Maxwell Sheffield:
[looking at Fran's resume] Miss Fine, you seem to have listed the Queen Mother as a reference?

Fran Fine:
What? Let me see that.

[Fran walks over to take a look at what she wrote]

Fran Fine:
Oh no, that's not the Queen Mother. That's my mother from Queen's.

Niles:
[Niles hands Maxwell the telephone] It's Miss Babcock for you, sir.

Maxwell Sheffield:
[taking the telephone from Niles, and walking out of the room] Oh, thank you, Niles. I'll take her in the library.

Niles:
[to Fran] Miss Babcock loves to be taken in the library.

Chastity Claire 'C.C.' Babcock:
C'est la vie.

Fran Fine:
La vie!

Yetta Rosenberg:
Business is important. I, myself am an entremanure.

Chastity Claire 'C.C.' Babcock:
Maxwell, I'm coming in and I have terrible news.

Niles:
Isn't that redundant?

Maxwell Sheffield:
[referring to Yetta after a successful business dinner] She was quite the little vixen!

Fran Fine:
Yetta... you didn't drop anything under the table and go look for it, did ya?

Yetta Rosenberg:
One time. Just to see if I still had it.

Maxwell Sheffield:
[stunned] Oh God. That was you?

Yetta Rosenberg:
That was YOU?

Fran Fine:
Do you two want to be alone?

[the doorbell rings]

Maxwell Sheffield:
Niles, that's the doorbell.

Niles:
Oh sir, I would be lost without you.

Fran Fine:
[when she holds a Russian immigrant's baby on the subway] You see, kids, one simple act of kindness and already the world is a better place. [the Russian woman talks in Russian to her kids] This is America. She could speak English.

[Fran and the kids are on the subway; they are approached by a man wearing a balaclava.]

The Bum:
[yelling at Fran] Give a me a dollar!

Fran Fine:
[calmly aside to the kids] Don't worry, kids. I'll take care of this.

Fran Fine:
[yelling to the mugger] What do I look like, Santa Claus?! You give me a dollar.

[The mugger hands over a dollar to Fran.]

Fran Fine:
[yelling] Yeah!

Fran Fine:
Alright kids, everybody grab onto me! [a man places his hands on her waste]

Fran Fine:
NOT YOU, YOU PERVERT!

Maxwell Sheffield:
I assure you Miss Fine, I am not jealous.

Fran Fine:
Denial.

Maxwell Sheffield:
I am not in denial.

Fran Fine:
Denying denial.

Val Toriello:
Why can't I lose weight? Maybe I should see a therapist to help me stop eating. You know, it's the only thing I haven't tried besides diet and exercising.

Yetta Rosenberg:
[about seeing Dr. Miller pick his nose] What's your shrink trying to do - pick his own brains?

Niles:
[as C.C. walks in the room] Ooh, look at you. You look very sixties.

Chastity Claire 'C.C.' Babcock:
[twirling to show off her outfit] It's Dolce and Gabbana.

Niles:
I was talking about your face.

Maggie Sheffield:
[about her first ever date] It was terrible. I didn't have anything to say. I sat there like a lump.

Brighton Sheffield:
Well, so do mashed potatoes, and everybody likes them.

Maxwell Sheffield:
[about a party Fran threw] I specifically said no parties.

Fran Fine:
Well, technically, you told Maggie no parties.

Maxwell Sheffield:
Don't you start with the semantics.

Fran Fine:
Oh, so now you're going to fire me because you're anti-semantic?

The Judge:
Miss Fine.

Fran Fine:
Yes?

The Judge:
Do you have your attorney present?

Fran Fine:
[to Val, totally flustered] Oh, my attorney present, uh...

Fran Fine:
[to the judge] You know what. I'm not going to get him anything. Let's see how he does first.

The Judge:
[aside to the bailiff] Is this a competency hearing?

Maxwell Sheffield:
Niles, I'm beginning to think that hiring a door-to-door cosmetics salesgirl as a nanny was not my finest hour.

Niles:
Although, your skin has never looked more supple.

Fran Fine:
[about Fran's lawyer uncle] He's strictly pro bono.

Val Toriello:
Really? Well I'm glad he's not representing me because I'm pro-Cher.

Man at Party:
[dancing seductively with Fran] I love the way you look! Those heels are so sexy. Mind if I try them on?

Niles:
Handcuffs, Miss Fine?

Fran Fine:
He was a cop. I was arrested last night!

Niles:
Really? I was a pirate. I had to walk the plank.

Fran Fine:
I'm serious. It was horrible! I had to spend the night in jail! Of course, I did meet a lovely girl named Sparkle Plenty. She charges twenty bucks to come to her party too.

Niles:
Why didn't you call?

Fran Fine:
Well, I did. I guess somebody was too busy shivering his timber!

Fran Fine:
[repeated line to guys she finds unappealing] Have you met my friend Val?

Maxwell Sheffield:
If Barbra Streisand and your mother were drowning, who would you save?

Fran Fine:
Well, I'd save my mother. Barbra can walk on water.

Niles:
Sylvia has invited us over for the Jewish holiday.

Maxwell Sheffield:
Now, is this the holiday Miss Fine said you can't eat all day, then stuff yourself? Or the one where you light candles, then stuff yourself? Or the one where you build a straw hut, then stuff yourself?

Niles:
I believe it's the one where you hide crackers from small children, then stuff yourself.

Maxwell Sheffield:
Ah, Passover.

Chastity Claire 'C.C.' Babcock:
Maxwell, I don't want to look a gift horse in the mouth...

Niles:
Then don't floss in a mirror.

[Niles is learning to cook Jewish food]

Fran Fine:
It takes a lot more to being Jewish than just cooking. There's a whole other wiener you gotta schnitzel, Mister.

Chastity Claire 'C.C.' Babcock:
[in a desperate tone] Maxwell, please, I'm begging you. It'll only take a couple of minutes. You don't even have to like it.

Niles:
[aside to Fran] There's a speech she knows by heart.

Chastity Claire 'C.C.' Babcock:
[to Maxwell, about her psychiatrist] I don't want to risk offending him. We're on the verge of a breakthrough.

Niles:
Oh, good. Maybe he'll find a personality we like.

[Fran's date, Jeffrey, is standing on a window ledge threatening to jump]

Fran Fine:
You want a sweet?

Jeffrey Needleman:
Ah, no, no. Gotta watch my weight.

Fran Fine:
What's the matter - you afraid you're going to make a bigger hole?!

Fran Fine:
Brighton, don't you know what happens when you torture poor girls in high school? Oh that's it, we're going to the video store and I'm renting you 'Carrie'.

Fran Fine:
[sorting through laundry with Niles and finds bikini briefs] Ah, hoo ha, Mr. Sheffield!

Niles:
[takes them] Guess again.

Fran Fine:
[Niles walks away] Well, that's way more about him then I needed to know about him.

Maxwell Sheffield:
I'm going to ask Fran to sign a pre-nuptial agreement.

Niles:
Why don't you just walk around downtown Iraq dressed as Uncle Sam?! It'll be quicker.

Fran Fine:
B, what are you doing back? I thought you were going to go roller blading in the park?

Brighton Sheffield:
Oh, I came back. I forgot a vital piece of equipment.

Fran Fine:
What?

Brighton Sheffield:
Something that protects a vital piece of equipment.

Maxwell Sheffield:
[to Brighton about his head injury] You'll have a headache for a few days. It'll give you a glimpse into the world of marriage.

Maxwell Sheffield:
[upon seeing Fran dressed in a nun's habit] You will just buy anything at a sale, won't you?!

Niles:
What is the one thing that separates me from all the successful people in this world?

Fran Sheffield:
Success?!

Chastity Claire 'C.C.' Babcock:
[sternly] What do I have to do to get some milk for my coffee?

Niles:
Hover over a bucket.

Val Toriello:
Would you care for a doughnut, Yetta?

Yetta Rosenberg:
[looking at the platter of doughnuts] None of these have bones in 'em, do they?

Val Toriello:
No!

Val Toriello:
[rethinking her answer] The bear claws might.

Rosie O'Donnell:
[reading a letter] I choose not to breast feed but my husband says I should. What do you think?

Fran Fine:
Well that depends, you got any children?

Maxwell Sheffield:
Does everyone in your family take this Bubby Sophie seriously?

Sylvia Fine:
They do if they know what's good for them.

Fran Fine:
I don't even know how I get dressed in the morning. [feels the back of her skirt and gasps] Oh wait, it's a thong.

Andrea:
My mother says my voice is a gift.

Maxwell Sheffield:
Well, return it.

Brighton Sheffield:
Niles, this steak is a little tough.

Niles:
So is life... and then you die.

Maxwell Sheffield:
Well, look, it was a very important night for me. You're very important to me. Ergo, I wanted you there.

Fran Fine:
'Ergo'? Who's Ergo?

Fran Fine:
When the kids say, "Fran said no", that's the big robot saying, "Danger, Will Robinson!"

Maxwell Sheffield:
You know, I could have stayed in England.

Fran Fine:
I'll make it simple for you. Children are like a brassiere.

Maxwell Sheffield:
[with a painful look on his face] One part of me says, 'get out the window, quick', and the other part just has to know why.

Fran Fine:
Because they divide and separate.

Maxwell Sheffield:
Ah!

Fran Fine:
Your mother never told you that?

Maxwell Sheffield:
No. We always thought Mummy should have talked more about her underwear.

Fran Fine:
You know, if women ran the world, there would be no wars. [the audience applauds]

Maxwell Sheffield:
Because they'd be too busy talking all the time. [laughs nervously, no applause from the audience]

IRS Appeals Officer:
George Burns.

Fran Fine:
Oh, great!

IRS Appeals Officer:
You know, I got into Heaven, and um, I saw God and He wasn't feeling well. He sneezed; well I didn't know what to say.

Niles:
[about Max's mother and C.C] Shall I poison them at supper, sir?

Maxwell Sheffield:
[outraged] Niles! [pause] It's two hours away.

Fran Fine:
I can't marry someone under false pretenses!

Val Toriello:
Really? Boy. You think you know a person.

Maxwell Sheffield:
Please, Miss Fine! We're in your mother's house!

Fran Fine:
So? The couch has protection!

Chastity Claire 'C.C.' Babcock:
Maxwell, your bad relationship with your mother is your own fault. I find I catch more flies with honey.

Niles:
[standing between C.C. and Maxwell, turns to C.C] I always thought your tongue darted out.

Maxwell Sheffield:
Will you marry me?

Fran Fine:
I'm really gonna have to think about... okay.

Chastity Claire 'C.C.' Babcock:
Maxwell, I can't believe you won't let me read your first novel. I've never been so insulted in my life.

Niles:
You've never been so insulted? Well now, I'm insulted.

Fran Fine:
If you want my honest answer, yes, I think serving miniature franks at a bris is tasteless.

Fran Fine:
Come on, Brighton, we're going to be late for the bris. Chop, chop.

Maxwell Sheffield:
Where is she - where's Mother?

Jocelyn Sheffield:
[about Maxwell and Fran's wedding] Oh, she declined the invitation. Seems she despises your fianc?e.

Maxwell Sheffield:
What? That's ridiculous. I spoke to her the other day. She said she adores Fran.

Jocelyn Sheffield:
'Abhors', darling.

Maxwell Sheffield:
Oh, Niles. I just hope I can live up to Fran's expectations. You know, I haven't been with a woman in quite some time.

Niles:
Well, double quite some time, add two, and welcome to my world, pal.

[Fran has stood Maxwell up at the altar, and he's come looking for her to find out why]

Fran Fine:
Jocelyn and Lester are getting a divorce.

Maxwell Sheffield:
What's that to do with us?

Fran Fine:
Their marriage didn't work because they're from two different worlds just like us. I mean you're the sophisticated classy Jocelyn, and I'm Lester, the poor schlub who works for you.

Maxwell Sheffield:
Oh, come on darling, you never really work.

Val Toriello:
[Their car has broken down and they are on foot. To Sylvia:] You know, we've been walking for three hours, how cannot you be hungry?

Fran Fine:
[Turns to Sylvia, suspicious. Calmly:] Ma, did you eat my edible underwears?

Sylvia Fine:
[long pause] Maybe.

Fran Fine:
Ma! [slaps Sylvia on the arm] We were gonna ration my undies.

Sylvia Fine:
[Voice goes up] I was nervous! You know I always eat when I'm nervous!

Fran Fine:
[Agitated:] Nervous, happy, sad, swimming!

Chastity Claire 'C.C.' Babcock:
Tonight, there's a full moon.

[C.C. leaves the room]

Fran Fine:
Well, I hope she packed a lot of Nair.

Fran Fine:
[while she is doing C.C.'s hair in the wine cellar] ...Mint Chocolate Chip, Jamocha Almond Fudge, Pralines 'n' Cream. That's it. That's 30. Oh my God, they lied. Why? - 30's a lot. Is 31 so catchy? Oh, wait a minute. I forgot the sherbets. All right, I'll start again. Vanilla, Chocolate...

Chastity Claire 'C.C.' Babcock:
[stands up and screams] Stop it!

Fran Fine:
You know, this reminds me of when Blair and Tootie got caught in Mrs. Garrett's walk-in freezer. Thank God, Natalie went in for a midnight snack, surprise, surprise.

Chastity Claire 'C.C.' Babcock:
These are the topics we can no longer discuss: what Woolite can and cannot do, anyone with the last name "Cassidy", odd-shaped moles on Eastern Europeans...

Fran Fine:
All right, OK, but you're really restricting the conversation.

[Fran and C.C. are locked in the wine cellar and no one knows they're there. Fran is screaming for help.]

Chastity Claire 'C.C.' Babcock:
Save it. No one's going to hear you. This was originally built as a bomb shelter.

Fran Fine:
Hey! Don't underestimate the power of these adenoids. I once had next door neighbors that moved *closer* to the airport!

Niles:
[inhaling air from a helium balloon as Mr. Sheffield walks in] What are you doing home?

Fran Fine:
This room is kind of small, isn't it?

Chastity Claire 'C.C.' Babcock:
Why? Are you claustrophobic?

Fran Fine:
Oh thank you, now you've put it in my head, and I'm reliving that dressing room at Lowmans... 200 naked women all screaming 'WHERE DID YOU GET THAT?' I clung to my mother's girdle! Dimples, dimples everywhere! And not a single one on the face!

Margaret 'Maggie' Sheffield:
It's your daughter's 50th birthday.

Yetta Rosenberg:
50? She's got brassieres older than that! Why if she's 50, I'm... what do you know? My daughter's 50.

Fran Fine:
I don't drink.

Chastity Claire 'C.C.' Babcock:
Then what do you do when you're tense?

Fran Fine:
Hair.

Chastity Claire 'C.C.' Babcock:
What?

Fran Fine:
I do hair. [looks at C.C]

Chastity Claire 'C.C.' Babcock:
Forget about it.

Fran Fine:
Okay, fine... [singing, low] 99 bottles of beer on the wall... 99 bottles of beer... t

Chastity Claire 'C.C.' Babcock:
Can you do a cute little French twist?

Brighton Sheffield:
[inhaling helium] My name is Maggie and I have no friends.

Margaret 'Maggie' Sheffield:
Brighton, you're so immature.

Fran Fine:
[also on helium] Yeah Brighton, you're so immature!

Sylvia Fine:
[loudly, outside] I wonder if Fran is home. I will go inside and see.

Everyone:
Surprise!

Yetta Rosenberg:
[at the kitchen door] Will you wait until she comes in?

Sylvia Fine:
[feigning surprise] A birthday party, I had no idea! Look at me! [shows off her red sparkling dress] We were on our way to see Shawshank Redemption!

Fran Fine:
Ma, I hope you fake it better with Daddy?

Sylvia Fine:
I was his first. What would he know?

Yetta Rosenberg:
Fifty? Please! She's got brassieres older than 50! If she's 50, then I'm... what do ya know? She's 50!

C.C.:
[Talking about Maxwell] Have you ever seen him in a swimsuit?

Fran:
No! But I've seen him naked, does that count?

Yetta Rosenberg:
Schmooie, come here. I'll introduce you to your Uncle Stanley [whispers] just play along. Stan look, Schmooie! You haven't seen him since he was this big. He's being Bar Mitzvahed while you're on your cruise.

Uncle Stanley:
Sorry we're going to miss it. This is from me and your Aunt Cookie [gives him cash] .

Brighton Sheffield:
Thank you very much!

Yetta Rosenberg:
[to Brighton] We split everything 50/50.

Maxwell Sheffield:
I have pulled a major coup.

Fran Fine:
Oh well, that will heal itself. But over the next couple of days, sleep on your side and wear boxer shorts.

Fran Sheffield:
You know, Miss Babcock, for your information, I just found out: I'm not stupid. I'm *sexy*.

Chastity Claire 'C.C.' Babcock:
Nanny Fine, don't sell yourself short. You're both!

Fran Sheffield:
Well, I am smart enough to know I have just been insulted, and sexy enough *not* to care!

Chastity Claire 'C.C.' Babcock:
I'm being taken out tonight.

Niles:
Oh, in that case, I'll open the drapes and give the gunman a cleaner shot.

Dean Sterrett:
I happen to be the Chair of my department.

Fran Sheffield:
Oh?! Do you do "Gypsies, Tramps and Thieves"?

Chastity Claire 'C.C.' Babcock:
[C.C. walks to a mirror and looks in it]

Niles:
Mirror mirror on the wall, why must I look like Charles de Gualle?

Sylvia Fine:
Do I smell banana fritters with fresh fruit compote?

Niles:
No.

Sylvia Fine:
Could I?

Fran Fine:
Maybe I should have told Val I'd move into that apartment with her.

Maxwell Sheffield:
Come on, Miss Fine. You live upstairs and you're late for work.

Fran Fine:
[Fran has eaten an outrageous amount of spicy wasabe and is now speaking in a low, non-nasal tone] Boy, that mustard really clears up the nasal passages. I like it! [In normal, nasal voice] I wonder how long it's gonna last.

Fran Fine:
Niles, who does my sister look like?

Niles:
[tentatively, as he doesn't want to be rude] Uh, your mother?

Fran Fine:
Niles! Doesn't she feel bad enough?

[Fran audibly whispers the name "Farrah Fawcett" in Niles ear]

Niles:
A pair of faucets?

Fran Fine:
Farrah Fawcett!

[C.C. is introducing Niles to the audience at an audition]

Chastity Claire 'C.C.' Babcock:
After the Act 1 curtain, it's a gorgeous ballad sung by Niles...

[C.C. realizes she doesn't know Niles' last name]

Chastity Claire 'C.C.' Babcock:
Niles...

[stumbles further]

Chastity Claire 'C.C.' Babcock:
Niles... Butler. Niles de Butler.

[Niles and Nadine have just been introduced]

Niles:
How do you do?

Nadine Cooperman:
I take pills.

Chastity Claire 'C.C.' Babcock:
[Talking about Niles' singing] Oh, God, Maxwell that was so good!

Niles:
Top tenth thing she says alone in bed.

Chastity Claire 'C.C.' Babcock:
[about an actor] You see Maxwell, if we've got Jack, we've got a success. I will bet my reputation on it.

Niles:
Oh sorry, there's a five dollar minimum.

Fran Fine:
Come on, kids, Royal Flush is on!

Grace Sheffield:
I wanted to see Full House.

Fran Fine:
Hey, yo, whoa!

Jack Walker:
[on TV] Hey, yo, whoa!

Fran Fine:
It's a gift from God.

Grace Sheffield:
[to Jack Walker] Fran and I already went through your luggage.

Fran Fine:
Sweetie, we were just playing Midnight Express.

Margaret 'Maggie' Sheffield:
[watching Royal Flush] What happens to the cute little one?

Grace Sheffield:
She gets a breast reduction and goes to Yale.

Maxwell Sheffield:
Do you know who you are speaking to?

Fran Fine:
Yeah, I'm speaking to the guy that if he doesn't take back what he just said, he's going to be looking for a nanny.

Maxwell Sheffield:
I've been looking for one for the last three bloody years.

[Fran has quit her job as nanny and rushed off]

Grace Sheffield:
Um, Dad. If you and Fran split up, who do we live with?

Maxwell Sheffield:
Me, sweetheart.

Grace Sheffield:
Oh!

[Maxwell walks off]

Grace Sheffield:
[sternly and forcefully to Brighton] Find her!

[Yetta is escorted into the Sheffield house by a police officer]

Maxwell Sheffield:
Yetta, what happened?

Policeman:
[motioning the crazy sign] We found her wandering around on Queen's Boulevard. She says she lives here.

Yetta Rosenberg:
[whispering to Maxwell] Play along. It's cheaper than a cab.

Val Toriello:
[about catching Maggie smoking] So, what are you going to do? Tell Mr. Sheffield?

Fran Fine:
Oh, no. I could never betray Maggie's trust like that. Then she'd start telling on me.

Niles:
[coming into the kitchen singing after Fran and Maxwell saw him and C.C. in bed together] I'm too sexy for my apron, too sexy for my bagel holder, too sexy for my sub-zero, too sexy...

Niles:
[notices Fran and Maxwell] I, uh, I couldn't sleep. I was, uh...

Niles:
Too sexy?

Maxwell Sheffield:
[Maxwell and Fran know Niles and C.C. spent the night together, but Niles and C.C. don't know they know] C.C., I uh, thought you resigned last night.

C.C. Babcock:
Oh, can't a girl have a change of heart?

Fran Sheffield:
I think a change of clothes would do you better. Aren't you wearing the same thing you wore yesterday?

C.C. Babcock:
Um, yes. Whenever I find something I really love I always buy two and wear it the next day. Haven't you ever noticed?

Fran Sheffield:
No.

C.C. Babcock:
Well, get used to it, it's going to start happening a lot.

Maxwell Sheffield:
[about a charity auction they're organizing] Good idea, C.C., putting Tom at our table.

Fran Fine:
[overhearing] So who's Tom, and does he have a Cruise, Hanks or Selleck after his name?

Maxwell Sheffield:
Rosenstein.

Fran Fine:
Does he have a Dr. before it?

Maxwell Sheffield:
He happens to be one of the richest men in New York, and if shmoozed properly will be investing five million dollars in our next show.

Fran Fine:
Wow. Never mind what he's got in front or after his name. Does he have an "and Mrs." anywhere near it?

Bette Midler:
I adore your accent.

Fran Fine:
Oh thanks, I owe it all to Queens.

Bette Midler:
Same with me and my career.

Bette Midler:
[about the New York Restoration project] You know, we're not here just to clean up the parks. We're going to get all the trash out of this city. I did my part. I moved to L.A.

Fran Fine:
[after a lengthy chase around the house] Stop hitting me with that purse! Now what's wrong with this picture?

Bette Midler:
I give up!

Fran Fine:
We're Jewish, we're running, and there's macaroons over there!

Bette Midler:
Are they fresh?

Fran Fine, Bette Midler:
WHO CARES? [they start eating the cookies]

Fran Fine:
[discussing the upcoming charity auction] Wait a minute. What do you think that they would pay for a wise, responsible person to take care of their children for a day?

Maxwell Sheffield:
Now that's a very good idea! Now, I might even bid on that my...

Maxwell Sheffield:
[uncomfortably, after getting her point] Oh, you mean you.

Fran Fine:
Excuse me, but what happened to the day when you actually tried to hide your horror?

Maxwell Sheffield:
Um, uh, well, you see... the thing is... I'm afraid that, um... well, you're so good that, um, someone might, um, steal you away from, uh, me!

Fran Fine:
Now was that so hard?

Niles:
[dressed in a sheer gown, acting as a sewing dummy for C.C] Oh, Miss Midler! I'm one of your biggest fans.

Bette Midler:
[laughing] That's a shocker!

C.C. Babcock:
I am so sick of planning this charity event. How am I gonna fit four more people at this table?

Niles:
Give up your seat.

C.C. Babcock:
[testily, making Niles cringe] Okay, listen up. I am busting my butt for an benefit that doesn't involve profit and I've got PMS. The ice is THIN!

Maxwell Sheffield:
[Fran's messed up again, putting his production and Bette's charity in trouble] I just hope Bette Midler's charity is smart enough to cash that check fast.

Fran Fine:
Well, look. He's not going to take it out on the whole show business community just because I made one itty bitty mistake.

Bette Midler:
[behind Fran with an icy look and very menacingly] Don't bet the kibbutz, bube!

Maxwell Sheffield:
[about the charity auction] Look Miss Fine, this event won't interest you. No single men, no shrimp, and no stars will be there.

Brighton Sheffield:
Well, what about Bette Midler? I thought she was coming. [Fran gasps, and Brighton realizes he spilled the beans] But I also thought I had an inheritance, but I'm probably wrong about that too.

Sylvia Fine:
Oh, did I love Bette in First Wives Club. I really enjoyed that movie. I found a theatre that had real butter, not just that BS canola oil!

Fran Fine:
[confronting Grace] Was the Divine Miss M in THIS house? [Grace cringes and hangs her head in shame]

Fran Fine:
[confronting Maxwell] Was she here the day I miraculously found that ticket for Victor/Victoria on the front stoop? [Maxwell cringes with guilt]

Maxwell Sheffield:
The auction's at eight. Dress formal. [desperately] But I wasn't lying about the shrimp!

Fran:
i watch as the years go by... 27, 28, 29... 29... 29...

Grace:
Fran, are you a lot older than me?

Fran:
well, let's put it this way: when you're 20, I'll be 40. When you're 30, I'll be 40. And when you're 40, you'll understand why I'm still 40… it's the new math. Learn it.