The Nanny

1The Nanny

Early thirty-somethings Fran Fine and Val Toriello are best friends since high school, both of whom work as salesgirls in a bridal shop in the Flushing neighborhood of Queens, the shop operated by Fran's long term "pre-engagement" high school boyfriend, Danny Imperiali. Things change when Danny dumps Fran for their high school friend, Heather Biblow, and also fires her as he wants to give Fran's sales job to Heather. Fran decides to try selling cosmetics door-to-door. The first house she knocks on is that of widower and Broadway theater producer, Maxwell Sheffield. Niles, the Sheffield's proper but quick-tongued English butler, mistakes Fran as the new nanny for Maxwell's three "problem" children: shy teenager Maggie, precocious preteen Brighton, and angst ridden adolescent Grace. The only adult female influence in the Sheffield household is C.C. Babcock, Maxwell's business associate who obviously is attracted to Maxwell but not his children. Niles' favorite pastime is tormenting C.C. Although Maxwell quickly realizes Fran is not a nanny, he hires her anyway on a temporary basis as the nanny agency is unable to send anyone else immediately. Fran ends up being not your traditional nanny. She first decides that she will come to breakfast in her robe, and eat with the family. But the biggest decision she makes is that she and the kids will crash Maxwell's upcoming investor's party at the house. Having the kids at the party ends up being a windfall as the investors love them. However, Fran gets in the doghouse when Maxwell catches Maggie in the embrace of the party waiter, who gives her her first ever kiss. Maxwell and Fran argue specifically about how Maggie should be raised in her formative teenage years. Maxwell promptly fires Fran over this incident. Fran takes solace at her mother's house, Sylvia being your typical Jewish mother who loves her food. But Fran's retreat back to Queen's is short-lived as Maxwell quickly realizes that Fran may have been right. Perhaps Fran Fine will have a life at the Sheffield household after all.

2Smoke Gets in Your Lies

Fran wants Maxwell to be more involved in his children's lives. The latest request Fran puts in front of Maxwell is for him and the entire family to attend a carnival at Brighton's school. Maxwell declines because of work commitments. However, Fran is relieved that Maxwell will not be going when Brighton is caught smoking at school. What's worse for Fran is that Brighton got the idea to smoke from a story she told him. Brighton originally decides to blackmail Fran into not telling Maxwell, but ultimately Fran feels she needs to tell Maxwell. First however, Maxwell is too busy to listen to anything Fran has to tell him about his children. But when Maxwell decides to go to the carnival where he would be speaking to Brighton's headmaster, Fran has no choice but to tell him about Brighton being caught smoking. Brighton, however, does not tell on Fran. Later, Fran does tell Maxwell that she inadvertently gave Brighton the idea. Maxwell is initially angry with Fran, but he also realizes that Brighton did not tell on Fran, meaning that he has bonded with his new nanny, a first for him. But they still need to show Brighton the hazards of smoking. Fran decides to pull out the big guns: a meeting between Brighton and Fran's chain smoking grandma, Yetta.

3My Fair Nanny

Although she did it for her own selfish ulterior motives, C.C. has arranged with one of Maxwell's wealthy investors, Maureen Wentworth, for Maggie to become a debutante. Maxwell and Fran think it a good idea. Maggie on the other hand doesn't. Fran quickly discovers that Maggie's reluctance is more fear as all the other pre-deb's she knows are popular and cliquish. To alleviate Maggie's fears, Fran gives her pointers on how to infiltrate a clique. Part of Fran's grand scheme frightens C.C.: Fran plans to host a potluck mother-daughter debutante tea, which will include as guests Maureen and her head-of-clique daughter, Cindy. Both Maxwell and Niles also secretly worry about how Fran will come across to the snobbish upper class mothers. On Fran's urging, Maxwell and Niles become Fran's collective Professor Henry Higgins. The day of the party arrives and Fran looks the part and even sounds the part, but certain parts of Fran's natural speech idioms can't be hidden. But most importantly, Maggie and the other pre-debs are bored, which makes Fran revert the party back to Plan A. How will the society mothers react to the real Fran Fine?

4The Nuchslep

When Fran orders Chinese food, the delivery boy ends up being Eddie, the waiter at Maxwell's investors party who gave Maggie her first ever kiss. Maggie is excited to see Eddie again. Eddie is excited to see Maggie again. Fran is excited until she realizes that she has to tell Maxwell that Maggie and Eddie are planning to go on a date. The only way that Maxwell will let Maggie go on the date is if Fran chaperons. Surprisingly, Maggie is glad that Fran will be there as she's nervous about being alone with a boy on her first ever date. Although Maggie thinks the date went not too well since she was so quiet due to her shyness, Maggie's depression turns to anger when Eddie wants to date Fran instead. Fran needs to clear the air with Maggie, and decides to do so by becoming girlfriends with her instead of the nanny, and the two of them living by the "girlfriend's official code" or OGC as Fran calls it. But the OGC isn't needed when Eddie explains why he wanted to talk to Fran alone. Meanwhile, Maxwell, on hands and knees, gives C.C. an unexpected birthday present.

5Here Comes the Brood

Maxwell admits that Fran has become an integral part of the Sheffield household, almost like a mother to the children. Jealous, C.C. wants to fill that role, although she would rather have the associated role of Maxwell's wife instead without the children. But to show that she can fill that role, C.C. decides to go on an outing with Maxwell and the kids to the zoo. The outing happens without Maxwell when he comes down with an unexpected toothache which requires a visit to the dentist. After an exasperating day for C.C. and the kids - the latter who would rather have spent the day with Fran - C.C. tells them that Fran is the hired help and only spends time with them because she's paid to do so. Meanwhile, it's Fran's day off. She's at her parent's place getting ready to go to a family wedding. But disturbed by what C.C. said, Grace runs off to Flushing and Sylvia's house to find Fran. This move by Grace even convinces Sylvia that this could mean trouble as the kids are getting too emotionally attached to Fran. But Fran shows everyone that she's just more than the nanny. C.C. ends up being in the doghouse when Maxwell and Fran find out what she told the kids.

6The Butler, the Husband, the Wife and Her Mother

A couple of things happen at the house while Maxwell takes the kids on a day outing to the museum. First, Sylvia, who has told her competitive Cousin Jack and his equally competitive daughter Marsha that Fran has married a rich Broadway producer, is coming to the house with said Jack and Marsha. A reluctant Fran follows the ruse with a complicit Niles acting as Maxwell. And second, Niles has applied to be part of the Professional Butlers Association, and the adjudicators have made a surprise visit to the house while Jack and Marsha are there. For Niles, not being in his butler capacity could jeopardize his opportunity to be part of the association. But before he needs to make up his mind what to do, Maxwell and the kids return to the house. Initially reluctant to play along as "Niles, the butler", Maxwell does decide to act the part of butler for his friends, Fran and Niles. But when Brighton is caught in a major lie, Fran decides to set an example for her charge and tell the truth, regardless of the consequences.

7Imaginary Friend

Grace has an imaginary and invisible-to-the-rest-of-the-world friend named Imogene. Both Maxwell and Fran are increasingly concerned about "Imogene". Maxwell thinks Grace should increase her visits to the therapist, Dr. Voort, whereas Fran thinks she should decrease her visits and replace that time with some fun activity. They decide to take Fran's course of action. All is going well with Grace until Fran accidentally eats Imogene in front of Grace. Grace is further traumatized. As they are unable to contact Dr. Voort, Maxwell and Fran don't know what to do to comfort Grace. Fran decides the appropriate thing to do is to hold a funeral for Imogene. After the funeral, Maxwell and Fran have a chance to talk to Dr. Voort. Dr. Voort's diagnosis of the situation surprises Fran. True to Dr. Voort's diagnosis, Grace admits really what happened to Imogene. Meanwhile, Maggie is taking piano lessons. Everyone in the house and within earshot wishes she didn't.

8Christmas Episode

Fran is spending her first Christmas with the Sheffields. She is looking forward to her foray into this gentile festival. However, her vision of Christmas does not match the Sheffield reality. Maxwell has a personal shopper to buy his gifts as opposed to buying things for the kids "from his heart". Grace has never believed in Santa. But what's worse, Maxwell has in recent years worked on Christmas day - this year he and C.C. are going to Washington D.C. to organize a benefit concert - and so the Sheffields celebrate the holiday on Christmas Eve. What the kids want more than anything for Christmas is for Maxwell to be at home on that day to spend time with them. Fran is at looking forward to her gift buying for the kids, something she can manage on her paltry wages since Niles has mentioned that Maxwell provides the staff with a sizable - four figure - Christmas bonus. Fran lets Maxwell know that meaningful gift giving should be one of the real joys of Christmas. On Christmas Eve, Maxwell surprises everyone by actually buying his gifts, which includes a nice vase for Fran in lieu of her Christmas bonus. This puts Fran in a bind since with no cash bonus, she can no longer afford the gifts she's already bought for the kids. She first decides to pawn the vase, but because it really was the most meaningful gift she's ever received, she instead decides to pawn the watch her grandmother passed down to her. Before Maxwell heads off to Washington D.C., Niles tells him the predicament in which he's put Fran. Since his flight is delayed, Maxwell decides to retrieve Fran's watch. Maxwell also has a too close encounter with Fran's vase, which in the end results in his kids getting their ultimate Christmas present.

9Personal Business

Maxwell and C.C. are trying to find a leading man for their next show. They decide on Brock Storm, the not too bright but handsome star of the soap opera One Day After Another. Fran is excited at the prospect of meeting Brock. She may have more than just a meeting as Brock agrees to do their production with the stipulation that Fran is part of the package. Maxwell thinks that pimping Fran (to use Niles' vernacular) is reprehensible, but C.C. convinces him that they would be doing Fran a favor as she is Brock's biggest fan, or at least the biggest fan of Dr. River Shane, the character he plays on the soap opera. Fran imagines that Brock is in real life just like Dr. Shane. Maxwell ultimately agrees to the arrangement, but is still worried for what Brock and Fran will end up doing as well as for what he considers a compromise of his own personal morals. Fran is thrilled, even after she finds out that she is just a pawn in the negotiations. Fran quickly finds out on their date that Brock is nothing like Dr. River Shane, but is a vain self-absorbed cad. Maxwell is somewhat relieved that Fran was able to take care of herself, and that nothing out of hand happened. But both Fran and Maxwell realize, despite Maxwell's concerns, that mixing business with pleasure is bound to happen in their collective lives.

10The Nanny-In-Law

Fran is about to meet her previous generation incarnation, namely Maxwell's nanny, Clara Mueller. Nanny Mueller is a tough career nanny. Fran gets the feeling that Nanny Mueller does not approve of her. Fran's right. Fran doesn't appreciate the fact that Nanny Mueller is usurping her authority with the kids, a feeling she expresses to Maxwell from whom she gets no sympathy. In fact, Maxwell suggests to Fran that she gain some nannying pointers from a professional. Fran then turns to her fellow neighborhood nannies for advice. They're sure that Nanny Mueller is after Fran's job. To keep her job, Fran decides to dress and play the part of a younger Nanny Mueller. After this transformation, Maxwell admits to Fran that he wants her back the way the she was - he hired her because she wasn't a proper nanny - and that Nanny Mueller has disrupted the household to its detriment. But Fran has a change of heart about Nanny Mueller after they have a heart to heart about the life of a nanny. The collective they just have to find something useful for Nanny Mueller to do with her current life. But one person in the household thoroughly enjoyed Nanny Mueller's stay in a more personal sense.

11A Plot for Nanny

As a birthday present for Fran, Sylvia gives Fran a cemetery plot. In reality, the present Sylvia is giving Fran is the handsome funeral director, Steve Mintz. The cemetery plot in part was Sylvia's scheme for Steve and Fran to meet. Although Steve had no idea of Sylvia's plan, he does fall for Fran. In turn, Fran is a little perturbed by Steve's job, but she too falls for him. After a chat with Brighton, Maxwell realizes that none of his other nannies ever dated, and that Fran may get married and leave some day. But on more immediate issues, Maxwell feels he needs to lay down house rules about bringing, or not bringing as the case may be, men into her room for more intimate encounters. But this immediate issue may not be a concern with Steve as Steve mentions to Fran the want for a career change to one that really does bother her. Meanwhile, Maggie starts dating an existentialist.

12The Show Must Go On

Maxwell and Fran attend a PTA meeting at Grace's school, the meeting where they will discuss the school's upcoming production of Mother Goose's Broadway. The PTA in general want Maxwell to direct the show, but he wants nothing to do with it. He recommends Fran, who eagerly accepts as she wants to put Grace into the first grade lead role to help her with her self-confidence. As director, Fran does give Grace the lead despite other children having more stage presence. But it does give Grace great confidence that she has never displayed before, and she loves working with Fran. However, Maxwell just cannot tolerate what he sees as Fran's amateurish production skills and decides to take over. He runs the production like a real Broadway show, and acts as a tyrant toward who he sees as an under-performing Grace. Maxwell ultimately needs Fran's help when right before the show, Grace refuses to go on because of the way Maxwell has treated her. Fran makes Maxwell realize that Grace didn't need the love of the audience which is what Maxwell wanted, but rather she just wanted the love of her father. But the show will go on. The remaining question is will the critics wish the show went on?!

13Maggie the Model

Chloe Simpson, one of Maxwell's old girlfriend's pre-Sarah, is coming for a visit. Chloe unceremoniously dumped Maxwell twenty years prior. Maxwell still has very fond memories of Chloe and his heart is still aflutter over her. Niles, on the other hand, has a more realistic and harsh view of Chloe as a self-centered man-eater. And C.C. hates Chloe as a potential rival for Maxwell's affections. Chloe, a world renowned former model and now owner of her own modeling agency, sees on first sight model potential in Maggie. Chloe sets up a test photography session, which makes Maggie excited and a little full of herself. Fran's view of Chloe starts to diminish as Chloe usurps Fran in Maggie's life. Fran's view completely deteriorates when at the test shoot, she overhears Chloe and the photographer's discussion about how terrible Maggie is. After all is said and done, Chloe is hard and insensitive to Maggie about the test shoot. In the end, Chloe leaves the Sheffield's lives as quickly as she swooped in, but her departure has a little less fanfare and much less anticipation.

14The Family Plumbing

There is no water in the Sheffield house, and with his regular plumber away, Maxwell, against his better judgment, allows Fran to call in her very elderly plumber cousin Irving to fix the pipes. With Irving comes his adolescent granddaughter, Tiffany. Against this backdrop, much is happening in the Sheffield house that day. Maxwell and C.C. are auditioning for showgirls, much to Brighton, Niles and Maxwell's delight. And Maxwell doesn't allow fourteen year old Maggie to attend her first ever make out party. However he is thrilled when he finds out that eleven year old Brighton had his first grown up make out session with Tiffany. Fran makes Maxwell realize that he is setting a double standard for his gender and age different children. Later, after the pipes are fixed, Fran gets a thrill of her own, much to Maxwell's embarrassment.

15Deep Throat

All three of the kids are sick with what looks to be the flu. Grace in particular requires a trip to see the doctor. Dr. Link confirms that Grace is indeed at the tail end of her bout with the flu, but that Fran has a case of tonsillitis which requires removal of her tonsils. Fran is a little scared about the surgery, and without her parents around to comfort her, Maxwell and the kids offer to wait at the hospital until the surgery is complete. This leave C.C. in the lurch as Maxwell was supposed to escort her to her school reunion that evening, where she is in competition for the perfect life with her old school mates. Under heavy sedation prior to the surgery, Fran tells Maxwell that she loves him. He's concerned about how he's going to deal with her and this news after she comes out of her drug induced state. But after surgery, he learns he has nothing to worry about. As Maxwell sees that Fran is fine, he rushes off to C.C.'s reunion - better late than never?

16Schlepped Away

It's the dead of winter, and Fran talks Maxwell into taking a weekend family vacation to the Caribbean. He invites Fran along on a working trip. C.C. wants to go too but isn't invited, so takes the opportunity to spend a weekend with a male friend. In a snow storm, Niles drive the collective to the airport, but gets lost along the way. Fran instead directs him to her parent's apartment in Flushing since she can find her way anywhere from her parent's place. There, they all discover that the entire city is shut down, including the airport. They're all effectively snowed in at Sylvia's. Fran decides to make the best of a bad situation by having their Caribbean vacation at the Fine's. They have some good times, and some bad times. Things hit rock bottom for Fran when she finds some evidence indicating a possible affair between Sylvia and the local butcher. After a confrontation, Sylvia explains to Fran the bizarre but innocent story behind Fran's discovery. At least, Fran will be able to leave her parent's house at the end of the weekend with a peaceful mind.

17Stop the Wedding, I Want to Get Off

Jocelyn, Maxwell's sister, is coming to New York with some exciting but uncharacteristic news: she's engaged. Jocelyn is a typically repressed and reserved Brit. Her fiancé, Nigel Waters, the Duke of Salisbury, is also a typically repressed and reserved Brit. But even beyond their reserve, Fran, who offers to use her wedding party planning skills to organize their wedding, can quickly see that Jocelyn does not love Nigel. What Fran sees is that Lester, Jocelyn's chauffeur, is in love with Jocelyn, and Jocelyn in turn is in love with Lester. After Fran tells Maxwell of her intuition, Maxwell forbids Fran to ruin the wedding by speaking to Jocelyn of the matter. Instead, Fran talks to Lester, who admits that he is indeed in love with Jocelyn, but feels he can't say anything to Jocelyn because of their respective positions. But just prior to the ceremony, Lester does manage to tell Jocelyn how he feels. Will there still be a wedding? Meanwhile, Fran plays Cupid in another budding relationship, that between Maggie and Kenny, who Maggie met at Sylvia's during their "Caribbean vacation in Flushing".

18Sunday in the Park with Fran

Maxwell and C.C. have a new play opening. Everything seems to be going well and they anticipate good reviews from the critics. But to provide a little insurance, C.C. thinks that they should use whatever networking ability they have to influence a critic positively. The critic in question is acerbic Frank Bradley, and the network is through Grace, who goes to school with Bradley's son, Frank Jr. C.C. wants to exploit this opportunity despite the fact that Grace doesn't like Frank Jr., who is a miniature version of his father. But since Fran and Grace are going to the park anyway, C.C. arranges for Frank Jr. to go along, this against Fran and Grace's wishes. Maxwell sides with C.C. on this issue. At the park, Frank Jr. beats up on Grace. Since he won't stop, Fran hits him. He threatens to tell his father, with whom he has the influence to give the play a bad review. Maxwell forces Fran to apologize to the Bradleys. Although she feels she did nothing wrong, she does apologize. The apology does not go very well. But Maxwell has had enough of the Bradley's arrogant attitude, and sides with Fran, possibly to the detriment of his play. Will Frank Bradley let his personal dislike for Maxwell cloud his review? Perhaps a broken refrigerator will save Maxwell and C.C.'s play from a scathing review from Bradley.

19The Gym Teacher

Maggie continually feigns illness to get out of gym class, this term the class focusing on gymnastics with tough Mrs. Stone of who Maggie is scared. Fran encourages Maggie to face her fears, but supports Maggie in feigning illness since this situation reminds Fran and Val of their high school gymnastics teacher, Miss Wickervich, and the fear they felt. Little does Fran realize that Mrs. Stone and Miss Wickervich are one and the same. Mrs. Stone recognizes Fran as the wimpy gym student she was. Because of Maggie's association with Fran, Mrs. Stone threatens to fail Maggie in gym if she does not perform well in the midterm exam the following week. Maggie is ill prepared, and Fran's coaching for the midterm amuses Mrs. Stone. But Maggie and Fran face Mrs. Stone and the exam with determination. Meanwhile, Maxwell is facing a similar problem when he hires Alan Beck to star in his latest show. Twenty years prior, Maxwell was in constant fear when he worked as Beck's assistant.

20Ode to Barbra Joan

21Franny's Choice

Fran hears through various sources that her ex-fiancé-to-be, Danny Imperiali, has broken up with Heather Biblow, the women for who he dumped Fran and for who he fired Fran. That is indeed the case. Fran decides to confront Danny for what he did to her, and to tell him that he no longer has either Heather or her. Instead, Danny asks Fran to marry him. Surprised by this move by her previously noncommittal ex-fiancé-to be, Fran ultimately tells him yes. What's going to be harder for her is to tell Maxwell and most importantly the children. Except for the fact that she's marrying Danny, Maxwell is understanding of Fran's news. The children are less than understanding in any way. On the day of her final departure from the Sheffield house, Fran reconsiders if Danny means more to her than the Sheffield children when the entire Sheffield clan tells her their true feelings.

22I Don't Remember Mama

1Fran-Lite

It's the start of the school year, and both Maggie and Grace are excited to return to school. Brighton, who is just starting high school, is however traumatized. In the gym locker room, he finds he is "smaller" than all the other boys. Both Fran but especially Maxwell are concerned for Brighton's psyche. However Fran gets her head out of the gutter long enough to understand Brighton's real problem. Meanwhile, Maxwell is again on Esquire Magazine's list of the most eligible bachelors, which he does not enjoy as he is still not ready to date. Wanting to help him have more of a social life, Fran and Val drag him out to a nightclub. He has a good time on this night out as he meets, in his own words, "the most incredible woman" named Leslie. Leslie not only has a striking resemblance to Fran, but also has all her mannerisms. But neither Maxwell or Fran see the resemblance. As much as he likes her (and for that matter, as much as Fran likes her), Maxwell decides that Leslie is not quite the one and that something is missing. Perhaps it's a certain something that a certain nanny has instead.

2The Playwright

Brighton is asked to a dance by his friend and geeky science partner, Brooke. Not wanting to look uncool to the other kids, he flatly turns her down. But Brooke blackmails him into taking her by threatening to pull out from her part of the homework, which basically is all the work. After all is said and done, Brighton is glad to go with her when he sees Brooke in her party attire. Regardless, Fran is angry with Brighton for what she sees as treating a classmate poorly. Fran has to eat her words when she and Brighton run into Jeffrey Needleman, who Fran similarly snubbed back in high school. For Jeffrey, it was unrequited love back in high school. Under Brighton's pressure, Fran ends up going on a date with Jeffrey. He thinks things are going so well on the date, he asks Fran to marry him. After Fran kindly turns him down, Jeffrey does exactly what he did when Fran turned him down in high school: climbs out on a ledge and threatens to jump. After negotiating with Jeffrey, Fran learns that one thing that may get him off the ledge is if Maxwell reads his play. Despite Maxwell emphatically stating that he does not read plays of friends or friends of friends, he makes an exception in Fran and Jeffrey's case if only to prevent a death. Luckily for all, Maxwell loves the play. Despite Maxwell wanting to option the play, Jeffrey has to endure one last mishap in his life before success meets him in the eye.

3Everybody Needs a Bubby

While Grandma Yetta's rest home is being fumigated, she decides to stay with Fran and the Sheffield's. Yetta has quite the influence on the kids. She also brings more than herself into the house as she is found in bed the next morning with her gentleman friend, Saul. This situation does not sit well with Maxwell, as Yetta apparently provided advice to Maggie in her new relationship with Greg, a relationship of which Maxwell does not approve. Although he learns Yetta's advice wasn't quite what he thought, Maxwell still eagerly awaits Maggie's arrival home from her latest date with Greg, while Fran consoles Maxwell about the job he's doing as the father of a dating teen-aged girl.

4Material Fran

At a society luncheon C.C. is hosting at the Sheffield house, Fran recognizes attendee Katherine Porter as Kathy Marie O'Malley, her Flushing High School chum. Despite initially putting on airs, Katherine Porter ultimately does confess to Fran that she is indeed the former Kathy Marie O'Malley, now married to wealthy Richard Porter. Kathy is extremely happy with her new lot in life, and tries to move Fran in the same direction by setting her up with Richard's equally wealthy business partner and oldest friend, Theo Timmons. Initially reluctant to go on a blind date, Fran ultimately agrees to meet Theo. Upon first meeting, the part of the above description that first hits Fran is "old" as Theo is almost old enough to be Fran's grandfather. Regardless, they have a good time on their date. Theo falls hard for Fran lavishing her with expensive gifts, and she in return likes him. But the more they spend time together, the more she realizes she is merely window dressing for him as she treats her like a child and doesn't seem really to want to talk to her. She breaks it off with Theo, telling others that she needs a man who seems - unspoken - to have all the characteristics possessed by one Maxwell Sheffield.

5Curse of the Grandmas

Fran is feeling a little under-appreciated in the Sheffield household. She learns that others always try to woo away Niles to other employment, yet no one ever tries to do that with her. But what is bringing Fran down the most is that it is nearing the first anniversary of her employment in the Sheffield household, and apparently Maxwell has not remembered nor does he seem to really care. On the actual anniversary date, Maxwell and C.C. are supposed to be at a nationally televised awards show in Washington D.C., whereas Fran initially thought Maxwell was planning a first anniversary celebratory party for her. Niles ultimately has to tell Maxwell what is bothering Fran. Maxwell decides to make a grand gesture to make it up to her. Meanwhile, Fran has volunteered to be Gracie's troop mother for the Red Robin girl's club. As a community outreach measure, Fran partners each member of the troop with a senior at Yetta's nursing home. Grace thinks she's a jinx as she is always partnered with people who have recently passed onto the great beyond.

6The Nanny Napper

On the subway, a non-English speaking Russian immigrant woman, harried from overloaded arms, gives her infant boy temporarily to Fran to hold onto after Fran offers assistance. In the crush of traffic, the woman is pushed off the subway. Not seeing this happen, Fran thinks the woman purposely abandoned her son. Fran brings the boy back to the Sheffield house, and intends on bringing the child to the police station but can't make it there because of traffic issues. This may be a good thing as Fran learns that the police are after her for kidnapping. Wanting to do the right thing, Maxwell and Fran do bring the baby to the police station, where Fran is promptly arrested. Fran gets herself out of the bind with the police and the Russian woman by using a mutual cultural reference to her advantage. Back at the house, the Sheffields are mourning the absence of the baby, to whom they were getting attached. Grace comes up with what she thinks is the perfect and most logical solution.

7A Star Is Unborn

Phillipe, a producer, is mounting a production of "Romeo & Juliet". He wants a fresh voice for the role of Juliet, that voice being Fran. Despite being flabbergasted by the decision, Maxwell allows Phillipe to hire Fran. With all the rehearsal, Fran neglects her nanny duties, which leaves Maxwell to look after his kids. This leaves him frustrated and angry, which he takes out on Fran. C.C. learns, which she tells Maxwell, that Phillipe only hired Fran because he needed a flop as a tax write-off. Maxwell thinks that the less hurtful thing to do is to tell Fran the truth, rather than for her to face the public humiliation of actually going live on stage. Luckily for him, Fran beats him to the punch in coming up with her own different conclusion.

8Pinske Business

Maxwell and C.C. are producing a new musical starring Ben Vereen, and they're looking for investors. A chance meeting with Vereen finds one group of investors: Sylvia and her ladies canasta group, who invest their "pinske" - their canasta winnings: $25,000. Fran is a little worried for her mother when she later learns from Maxwell that his big talk of a sure-fired hit is his standard spiel to lure investment and that the show is not a guaranteed success. The show may not get off the ground regardless if they can't find other investors. They hit a major snag when their prospective major investor, Charles Haste, happens to be the man who C.C. physically battled with over a cab. Overhearing the story from Haste who fancies himself to be a ladies man, Fran decides to pretend to be a sexy C.C. to Haste. Before investing, Haste wants to take who he knows to be C.C. out on a date, the date to begin at her apartment. Before the date starts, C.C., at her apartment, provides Fran with a crash course on her life. Maxwell, concerned about Fran and no longer wanting to perpetrate the lie, comes to C.C.'s apartment during the middle of the date. He may change his mind however when Haste doubles his investment. But when some other truths come out, Maxwell knows what he has to do.

9Stock Tip

While shopping at the local market, Fran meets Glen Mitchell, a well-dressed and handsome man who works on Wall Street. Fran and Glen start dating, the relationship which extends to Maxwell, who also strikes up a friendship with Glen. After Maxwell accepts a stock tip from Glen, Fran learns that Glen, although an employee on Wall Street, is not a stock broker as she inferred, but rather a hot dog vendor. Maxwell, at his men's club, is about to hand over $100,000 to Glen, so Fran has to take some drastic measures to stop the deal. She first tries to appeal to Maxwell's business manager, C.C. Although the $100,000 is company profit and thus partly hers, C.C. would rather see Fran screwed than to save the $100,000. Fran decides she needs to appeal directly to Maxwell, but the men's club does not allow admittance to women. Taking a cue from a pop cultural icon, Fran manages to sneak into the men's club. Once inside, Fran's overall success works as successfully as most of the plans hatched by that pop cultural icon. But at least, Fran ultimately does protect Maxwell's finances from Glen. Meanwhile, Brighton tries to change his image after he realizes he dresses just like Snap from the cereal box.

10The Whine Cellar

Two events are supposed to happen simultaneously. First, Sylvia is celebrating her "50th" birthday at the Sheffield house (obviously the umpteenth times she's celebrated her 50th), with Fran throwing her a not so surprise party. And second, C.C. is going away for the weekend with Maxwell to an industry function, the weekend which she envisions will be a romantic one with her business partner. The first does happen, but the second hits a snag when C.C. accidentally gets trapped in Maxwell's wine cellar. What's worse is that Fran ultimately gets trapped in there with her. To make the best of a bad situation, Fran treats their captivity much like a slumber party. C.C. doesn't get into Fran's swing of things until she dulls her pain by the copious amounts of wine at her disposal. Fran ultimately becomes C.C.'s confidante, C.C. who finally admits to herself for the first time and to Fran that her feelings for Maxwell are probably unreciprocated. But things go back to normal between C.C. and Fran after Maxwell frees them from their prison.

11When You Pish Upon a Star

12Take Back Your Mink

Maggie is reaching that stage in her life where she becomes an activist against all the issues in the world, including environmentalism and animal rights. She butts heads with Maxwell when he won't let her go to an all night poetry campaign supporting the environment. Really, the all-nighter is a date with a boy she likes. Meanwhile, Fran's Aunt Mima Fageh passes away at age 104, and she wills her famous and much desired mink coat to Fran. But Fran doesn't want it since she too believes in animal rights and she wants to show Maggie that she can stick to her convictions. This stance goes against everything that Sylvia believes in, which places a strain between the two. Sylvia slowly but methodically gets to a point where Fran is almost ready to accept the coat. But ultimately, C.C. unwittingly solves the problem between the Fine women.

13The Strike

14I've Got a Secret

Maxwell brings a celebrity back to the house to recuperate following some plastic surgery. The celebrity's face is wrapped in bandages, so her identity is a mystery, which is killing Fran as Maxwell won't tell her who she is. Not even C.C. knows who it is. The guest bedroom is off limits to everyone in the house except Niles, who Fran learns knows who it is. Fran breaks into the guest bedroom, but soon gets caught by Maxwell. But the bedridden guest reveals her identity. Although Fran is sworn to secrecy, she tells Val, who in turn tells her confessor priest. News leaks out to the media, who stake out the house, leaving the celebrity a virtual prisoner in the house. Fran devises a plan to get the celebrity out of the house. Although the plan is a bad one, it is at least a long enough diversion to accomplish the goal. Although the celebrity manages to get away, Maxwell is still mad a Fran for the leak. But he has to eat his words when they all find out how the information got leaked.

15Kindervelt Days

Fran is invited to Camp Kindervelt's reunion, but doesn't want to go unless she can get a date with a rich, successful man. This date is only to show up her long running camp rival, Judy Silverman. She first tries to get Maxwell to go with her, but he balks at the idea. Niles talks Maxwell into doing Fran this favor, but she has since found another date: actor

16Canasta Masta

Maxwell wants Brighton to partake in a typical "boy's" activity like baseball instead of spending so much time in front of the television. He had no idea that Fran would introduce him to canasta instead. On a visit to Sylvia's, Brighton proves himself to be a natural canasta player, which is good for the Fines because Yetta's team needs a fourth (the other two being Sylvia and Fran) for an upcoming tournament in Atlantic City since their regular fourth player, Gwen, has moved away. Maxwell is initially crushed to learn this news, especially since the team is called the Flushing Queens, but Niles convinces him to support his son in whatever endeavor he chooses to partake. So Maxwell decides to take the entire family to Atlantic City to support Brighton, Fran, Sylvia and Yetta. However Fran seems to be the odd person out when Gwen returns, and Sylvia and Yetta decide to drop Fran from the team in favor of Gwen and Brighton. Fran is devastated. But Brighton decides to take one for the team and for the sake of Fine family harmony.

17The Will

In part because of an impending medical check-up, Maxwell begins to think about what to do with the children if he were to pass away prematurely. He decides to have it written into his will that Fran continue to be their nanny. Following that, Fran stumbles upon a heart healthy diet sheet in the kitchen, which she thinks belongs to Maxwell. She infers that the check-up did not go well, and that he has a major heart problem. She further thinks he is near death when he rushes her into the change of will proceedings. In reality, the diet sheet belongs to Doug Emerson, a new investor who Maxwell is having over for dinner. Doug is recovering from heart bypass surgery. At that dinner, Fran does whatever she can to sabotage Maxwell eating anything full of fat, salt or processed sugar. In doing so, she passes all the heart unhealthy food to Doug. Fran learns the truth about the diet sheet, but not before a trip to the hospital for their dinner guest. Meanwhile, Brighton is the object of affection of Grace's friend, Erica.

18The Nanny Behind the Man

Maxwell is trying to secure the rights to the latest yet unfinished offering by renowned playwright Dakota Williams, thinking that this play will be his breakout hit. Maxwell is competing with Andrew Lloyd Webber for the rights. Williams is an older Southerner who talks tough, lives hard and lives fast. In Maxwell's words, he's a real man's man. Maxwell decides to ply Williams with food, drink and a vivacious fast woman, his first thought for that last position being Cindy Crawford. After hearing about Williams, Fran thinks she knows of someone more perfect to fill that position than Cindy Crawford. Little does Maxwell know that Fran is talking about Yetta. When Yetta arrives for dinner and the meeting with Williams, Maxwell is furious with Fran as he feels Yetta will ruin his chances of getting Williams to sign a contract. However Williams and Yetta hit it off and Williams does sign with Maxwell in large part because of Yetta. In her new intimate relationship with Williams, Yetta learns and tells Maxwell that Williams has not written a word in over 20 years: he has writer's block. Despite it perhaps ruining her last chance for happiness in life, Maxwell convinces Yetta to break it off with Williams so that he will cancel what Maxwell thinks is the now worthless contract. But the outcome is not what either Williams or Maxwell thinks it will be. Andrew Lloyd Webber once again is the unexpected beneficiary of a bad decision by Maxwell. Meanwhile, Grace writes a letter to President Clinton. She doesn't quite get the response she was hoping.

19A Fine Friendship

Grace has a new friend, Willie, who is accompanied by his nanny, Kurt Jacobs, on any play dates between the two kids. Although Fran thinks Kurt is handsome, she knows that he's gay and thus she doesn't hit on him. Kurt displays many of the gay stereotypes: he works in a traditionally female-dominated profession, he's good looking and obsessed with his looks and is an aspiring Broadway actor. Because Kurt's gay, Maxwell allows Kurt many liberties - such as allowing him into Fran's room - that he would not not allow any other man. And also because Kurt is gay, Fran treats him just like one of the girls and doesn't put on any false impressions of herself. What Fran comes to realize is that Kurt is actually straight, which she figures out when he hits on her. This realization changes both the way Fran and Maxwell see Kurt. Fran and Kurt start dating, whereas Maxwell can't figure out why he is concerned that Fran and Kurt are dating. Although things don't work out between Fran and Kurt, Maxwell comes to his own unspoken realization of why he was feeling the way he was. Meanwhile, Grace thinks she's pregnant based on an off the cuff comment by Fran. Grace and Willie make plans to keep Grace comfortable during her delicate period and to set up house afterward.

20Lamb Chop's on the Menu

21Close Shave

C.C. is taking a cooking class. Anyone who eats her cooking is taking their life in their own hands. It looks like Maxwell might have come down with food poisoning from her cooking. Meanwhile, Fran thinks that Maggie should start working to learn some responsibility. Despite thinking she is still a little too young, Maxwell allows her to do so but doesn't want her to take a paying job that someone who needs the money would be better suited. So she ends up getting a volunteer job candy striping. At first, Maggie is nervous about causing anguish to sick patients (as is Maxwell), but Maggie ends up loving the job. But when Maggie's boyfriend wants to go out on one of Maggie's volunteer nights, Maggie co-opts Fran to work for her. Neither Fran or Maggie tell Maxwell that Maggie is shirking her responsibility in this matter. But they may not need to tell him as he is admitted to the hospital - apparently not with food poisoning but appendicitis - into the exact room where Fran is hiding out. Things become complicated when the doctor mistakes Fran for the surgery prep nurse.

22What the Butler Sang

Fran finagles it so that her sister Nadine, who was just dumped by her husband Barry, can stay at the house for a few days. This invitation may have been an error on Fran's part as Nadine is driving her crazy. Nadine wants whatever Fran has, the latest possession they are fighting over being Maxwell. A caterer by trade, Nadine plans to cook her way into Maxwell's heart. Fran figures the only way to get Nadine out of the house is to reunite her with Barry. Meanwhile, after hearing Niles sing, Fran convinces Maxwell and C.C. to use Niles in a backer's audition when their original singer becomes unavailable. Maxwell unwittingly psyches Niles out just before the audition. The audition has its bumps but ends with mixed results.

23A Kiss Is Just a Kiss

24Strange Bedfellows

Fran's nanny colleague, Mona, is retiring. Upon reflection, Fran realizes that Mona is an older version of herself, and Fran doesn't like what she sees in her future. The worst vision is that she has no nanny career once Grace graduates from high school. Fran decides to drown her sorrows, and upon arriving back at the house in a drunken stupor, she stumbles into the wrong bedroom and the wrong bed. Although Niles and C.C. find Fran in Maxwell's bed, Maxwell himself, while still concerned about why and how Fran got there, is more concerned about what he learns is her worries for the future. Two things end up cheering Fran up. First, Mona announces that her boss is marrying her, again which Fran foresees as her possible future. And second, Maxwell offers her lifelong security, but not quite in the form she was expecting.

25The Chatterbox

Maggie is preparing for her first sweet sixteen party and Fran suggests she get her hair done at the Fine patronized salon, The Chatterbox. The Chatterbox is owned by Mr. Anthony, a handsome New Yorker who serenades his swooning female customers with songs popularized by heartthrobs, and who wears his t-shirts and jeans a couple of sizes too small. In Mr. Anthony's employ is Kim, the boisterous Chinese manicurist, and Claude, the flamboyantly gay second hairstylist. The Chatterbox is however missing a shampoo girl; Fran brings along Mary Ruth, a naive and slightly simple actress Fran met at one of Maxwell's auditions, who she thinks Mr. Anthony could hire for the shampoo girl position. Mary Ruth had just been dumped by her boyfriend, has no where to live and desperately needs a job. Mr. Anthony does hire the inexperienced Mary Ruth, and even lets her live in the back room of the salon. Mr. Anthony regrets hiring her when Mary Ruth finds a photograph of his ex-wife that his thirteen year-old son, Mimo, had been hiding. Mary Ruth thinks the photograph represents something missing in Mr. Anthony's life and uses it to bring Mr. Anthony and Mimo closer together, but she may not have the opportunity to do so before Mr. Anthony goes through with his threat to fire her first. At the end, Fran and Niles also benefit from their collective encounter at The Chatterbox.

26Fran Gets Mugged

Fran, with Brighton in tow, is mugged in the park. Although they're physically unharmed, they're both traumatized. In the process, Fran's purse was stolen. Maxwell and C.C. also end up being traumatized because Fran mistook a priceless piece of Shakespeare's notebook on Maxwell's desk for her errand list, the parchment which ended up being in her stolen purse. Maxwell was intending on loaning the parchment to a museum for a sold out benefit. They may all be in luck when the police catch who they believe to be the mugger. Despite the mugger having a stocking over his head at the time, Fran is able to identify him in a line-up. But her purse and its contents are gone forever. Further to Fran's horror, the mugger is ordered to do community service and is let go. But in another run-in with the mugger at the park, Fran finds a more caring individual who returns the Shakespeare parchment. But does he have ulterior motives? Meanwhile, Brighton needs to get a pair a glasses.

1Pen Pals

Fran has had a pen pal named Lenny since the first grade. Fran and Lenny, through their letters, get along famously, almost like boyfriend/girlfriend. They agreed early on never to exchange photographs, but Lenny, coming to New York, wants to meet Fran in person. Maxwell is anxious to meet Lenny as he feels he's in competition with Lenny. Fran, on the other hand, is nervous to meet Lenny as she has exaggerated who "Fran Fine" is in her letters. But Fran agrees to meet Lenny at the Russian Tea Room, each identifying the other by the red rose worn on their lapels. Again, Maxwell is anxious to see Lenny, and accompanies Fran to the Russian Tea Room and stays with her until Lenny shows up. Fran and Maxwell are having a nice enough "date" of their own while they wait for Lenny, so nice that Fran almost doesn't care if Lenny shows up or not. Lenny does show up, but... Meanwhile, C.C. is expecting a romantic evening with Maxwell herself, but her evening ends up not being exactly as she envisions. C.C.'s evening probably isn't what Niles envisions either.

2Franny and the Professor

3Dope Diamond

Fran has started dating Jules Kimball, a doctor she met at the Hadassah Hoedown. The chemistry between the two is strong and immediate. Maxwell is suspicious about how fast they hit it off. Or is Maxwell just jealous? After dating for two weeks, Jules asks Fran to marry him. Fran is excited and after thinking about it, accepts his proposal. However things quickly go sour when Fran finds out that Jules isn't all that he appears. Unfortunately for Fran, she finds out his true identity when he steals a five-carat diamond ring, leaving Fran high and dry at the jewelry store to face the authorities. Fran learns from the authorities that she is just the latest in a long string of "over thirty-something" women on which he has used the same modus operandi. Fran blames her situation on Sylvia, who she feels pushed her into getting married. To resolve Fran and Sylvia's differences, Grace suggest they go into joint therapy. The therapist does accurately diagnose Fran's issues, but neither she or Maxwell think the therapist right. Meanwhile, Brighton is desperately trying to beat his father in chess.

4A Fine Family Feud

The family is planning for Maggie's upcoming sweet sixteen party. Instead of having it at the Guggenheim like Maxwell wants, Maggie wants to have something a little more lively. Fran decides to hold the party at her Aunt Freida's discotheque in Queen's. Sylvia isn't too happy as she and Freida, who is Morty's sister, have been feuding forever. Although Maggie likes the idea of holding the party at Tante Freida's, Sylvia won't go or ever speak to Fran again if it's held there. Fran decides to bring her mother and her aunt together in the hope and supposition that neither actually remembers what started the feud. Fran ends up being right, and Sylvia and Freida kiss and make up. The party will go ahead at Tante Freida's with Sylvia's blessing. However at the party, Freida remembers what started the feud which causes the start of a food fight in the middle of the party. Because of it, Maggie and her friends think it's the best sweet sixteen party ever.

5Val's Apartment

Val wants to move out of her parent's house, but needs a roommate to be able to manage it financially. She tries to talk Fran into rooming with her, such a move which would give Fran a little independence as well from Maxwell and the kids. After a series of incidents with Maxwell and the kids, Fran decides some independence might not be such a bad idea and moves in with Val. Val promises that the move will provide Fran with unendless dating opportunities as the neighborhood is crawling with single men. The basement apartment ends up being a lot smaller, dingier and more bug infested than Fran was envisioning, and the single men all happen to be gay. Ultimately, Fran and Maxwell are both miserable in their new situation but refuse to admit that to the other. They both just need to figure out how to get Fran back to living in the house without letting the other know of their independently devised schemes.

6Shopaholic

Val gives Fran some devastating news: Fran's ex-fiancé, Danny Imperiali, is getting married. What's worse, he's getting married to Fran's rival, Heather Biblow. To relieve her depression, Fran goes on a shopping spree. Maxwell is concerned that Fran has a bigger problem of being a shopaholic. Fran finally admits to it when she sees one specific item amongst her many purchases that she never would have bought in her right mind. She decides to attend Shoppers Anonymous, and goes through major shopping withdrawal. She has some good times and bad times during this withdrawal. But she finally admits to Maxwell that the shopping is only a symptom of the want to find some real love in her life. Maxwell inadvertently helps her with this specific problem. Although happy, Fran would be so much happier if she remembered what Maxwell did.

7Oy Vey, You're Gay

8The Party's Over

Fran and Val are lamenting their current and in the foreseeable future single status. To rectify this problem, they decide to hold a singles party at Benny's Clam Bar. It looks like it's going to be a success for the two as the registered list is fifteen men for every woman. When they hear that Benny's Clam Bar has burned down, Fran, against her better judgment, takes the opportunity of Maxwell and C.C.'s business trip to Boston (with Brighton and Grace in tow) to hold the party at the house. Unfortunately for Fran, the men are mostly losers. Unfortunately for Fran, the one man she is interested in, Jeff, is a police officer who arrests her for not having a business license. And unfortunately for Fran, Maxwell comes home early to find the obvious remains of a wild party at the house, which he strictly forbade prior to leaving. He assumes that Maggie was the one who held the party. Although Fran tries to correct Maxwell's misassumption, Maggie takes the blame to save Fran's job. Maxwell grounds Maggie, meaning she's going to miss going to an important concert. But Fran immediately confesses. Niles convinces Maxwell not to fire Fran, as she has done so much for the kids as evidenced by Maggie's actions to save a friend. The only outstanding matter is Fran's court visit.

9The Two Mrs. Sheffields

Maxwell's judgmental mother, Elizabeth, comes for a visit. Before she arrives at the house, she and Fran have an altercation at a florist shop, this before Fran knows who her adversary is. Upon meeting Fran at the Sheffield house, Elizabeth has a feeling, supported by stories from C.C., that Fran is more than a nanny to Maxwell and as such, Elizabeth wants Maxwell to fire Fran. Always at odds with his mother, Maxwell shows her that he will do whatever he wants without interference from her. He goes the extreme opposite and in front of his mother asks Fran to marry him. Maxwell obviously regrets his action after the fact. After initially thinking the proposal sincere, Fran quickly understands that it was merely an act of defiance against Elizabeth, so Fran does the most prudent thing: in her own words, she plans to "screw with Maxwell's head". But in the end, Maxwell's actions and Fran's resulting screwing with his head may have the effect of bringing Maxwell and Elizabeth closer together.

10Having His Baby

With news that Danny Imperiali - Fran's ex-fiancé - has sired a baby, Fran is thinking that she too wants to have a baby, regardless of the fact that she is not married. Her first thought is to go to a sperm bank. There, she finds who she thinks would be the perfect sperm donor - "Number 41". When she tells Maxwell, he thinks that she is asking him to donate his sperm to the cause. To get out of a potential mess in having to answer Fran, he recruits Sylvia to talk Fran out of the whole idea. Meanwhile, movie star Monica Baker is looking for a babysitter for her newborn, Zach, and Fran thinks this would be a good opportunity to test her newborn mothering skills. Fran has a great time with Zach. So, will this experience change Fran's mind?

11The Unkindest Gift

12The Kibbutz

To get her away from boys - Eric in particular - Maxwell decides to send Maggie to a convent in Switzerland for a study vacation over the Christmas holidays. Although Fran disagrees with Maxwell's strategy, Fran does believe that a trip would be beneficial for Maggie at this age, much like Fran's own time at a kibbutz in Israel at that age. That's enough to convince a previously skeptical Maggie - she's decided to go to a kibbutz. Fran does talk Maxwell into letting Maggie go. However, Fran changes her mind when she remembers back to why she had so much fun on her trip: that's when she lost her virginity. Fran tells Maxwell the truth. But Maxwell has the perfect solution: the entire family will commune on the kibbutz. However, Yossi, the boy to whom Fran lost her virginity, is still working on the kibbutz, as is his son, who does not fall far from the tree.

13An Offer She Can't Refuse

Grace has a violin practicing play-date with Frankie Tatorri. Frankie's handsome and rich father, Tony, decides to have a play date with with an excited Fran. He quickly lavishes Fran with expensive gifts. Like Fran, Tony is another Queen's to Manhattan transplant with Queen's still deeply embedded into his personality. On their date, Fran realizes that Tony's personality traits similar to that of Vito Corleone are no coincidence. Because of who Tony is, Fran wants to break it off with him. However because of who he is, Fran is afraid that if she breaks it off with him, she may end up wearing a pair of cement boots at the bottom of the East River. Without knowing Tony's background, Maxwell inadvertently breaks up with Tony for Fran. But Maxwell ends up saving Fran's day when they all discover Tony has other aspirations rather than being a gangster. Meanwhile, Brighton makes Maggie his slave when he gets a hold of her diary.

14Oy to the World

An animated Christmas special. Brighton is acting very selfishly, and Fran wishes he could learn that Christmas is not about you get but what you give. On their way to help at a homeless shelter a gust of wind whisks Fran, Brighton, and Chester to the North Pole where they meet Santa Claus, who looks a lot like Mr. Sheffield, and learn that Santa might not make it this year because of an entity called the Amazing Babcock.

15Fashion Show

Maxwell rushes Fran out of the house so that they can get to a premier on time. Maxwell regrets this decision as he has to endure the wrath of Fran when she is featured in Gloss magazine as a fashion don't solely because of the handbag Maxwell grabbed for her as they were leaving the house. To make it up to her and to prove that she does have fashion sense, Maxwell hires her as costume designer for a one-scene benefit production he is mounting of Our Town. After a business meeting with Fran - which includes a game of footsie - Maxwell is concerned that perhaps he did let his unspoken romantic feelings for Fran get in the way of his professional judgment. With some help from her cousin Toddy, Fran reinvents the look of Our Town, much to Maxwell's chagrin. However cousin Toddy has a few fans of his own that may help Fran and Maxwell over the risky move.

16Where's Fran?

When Fran catches Maggie and her boyfriend smoking (which Maggie does not know), Fran decides that either telling Maxwell or getting mad at Maggie herself would not be an effective way to get Maggie to stop. Instead, Fran decides to "get caught" smoking herself in front of Maxwell and Maggie, Maxwell who will get mad at Fran, thereby scaring Maggie into stopping herself. The unintended result of this plan is that Maxwell calls Fran stupid, which if he will not take back, she threatens to quit. He doesn't so she does. The ploy does however work on Maggie. Maxwell overhears Maggie and realizes that Fran was indeed smarter than he in this situation. Maxwell just has to find where Fran has stormed off to and convince her to come back. She couldn't have found another nanny job yet - or could she?

17The Grandmas

Fran thinks that Maxwell is predictable. Upon reflection, Maxwell tends to agree, but doesn't exactly know what to do about it. On Fran's side, she thinks his predictability is taking the spark out of their relationship. Concurrently, Fran is feeling of no use when Grace shows how grown up she's getting and wants to do things without Fran. And Sylvia and Morty have broken up after having a fight. Fran enlists the help of her grandmothers, Yetta and Nettie, to get her parents back together. Sylvia and Morty don't need anyone's help as they reconcile on their own. With this turmoil over but still reeling over the Grace situation, Fran needs some stability in her life and turns to her Rock of Gibraltar, Maxwell. However, Maxwell surprises her. Now all Fran needs to do is get Maxwell back to a state where he doesn't surprise her.

18Val's Boyfriend

Just as she is lamenting her single status, Val is approached by Paulie, who quickly becomes her boyfriend. Although Fran is happy for Val, she's also sad for herself as she's still single and misses her girlfriend with whom she did her typical girlfriend things. She goes through Brighton and Maxwell as a surrogate girlfriend, but it's just not the same. Meanwhile, C.C. and Maxwell have an argument when Maxwell won't make C.C. an equal business partner. C.C. decides to quit. Although he thought he would be happy with this new situation, Niles is facing a household devoid of anyone upon he can throw insults. Maxwell too finds that C.C. actually was a valuable business asset to him. What happens is that Fran and C.C., both alone, end up being girlfriends. Fran ends up helping C.C. get her job back, much to Maxwell's relief. But Fran may also end up getting her old girlfriend back when she thinks that Paulie made a pass at her.

19Love Is a Many Blundered Thing

For a change, Fran has a date for Valentine's Day this year, this time with Jeff the police officer. Because she's happy not to be alone on purportedly the most romantic day of the year, she encourages Maxwell also to reach out and be someone's Valentine this year, something he doesn't seem quite ready for. Later, Fran receives a valentine addressed to Miss Fine from a secret admirer, who she thinks is Maxwell - who else would address it to Miss Fine? She rushes through her date with Jeff just to meet her secret admirer, who happens not to be Maxwell but rather Brighton's fourteen year old love struck friend, Tommy. Beyond needing to let Tommy down, Fran needs to stop the grand gesture she was planning on making to Maxwell, namely a valentine in return in the form of a billboard. While Fran goes to paint over the billboard with a little assistance from Val (very little assistance), Maxwell finds out about the billboard. With a little unwitting assistance from C.C., Maxwell decides to make his own grand gesture in return to Fran.

20Your Feets Are Too Big

21Where's the Pearls?

22The Hockey Show

Fran starts dating New York Ranger Mike LaVoe. Maxwell is almost more excited than Fran is. Like many athletes, Mike is highly superstitious. Fran can't handle Mike's not so little eccentricities surrounding his superstitions and is about to break up with him, but Maxwell convinces her to wait until after the hockey game, for which Mike got him, Brighton and Fran ice level tickets. Mike thinks that Fran's his lucky charm until the Rangers start losing. Mike is in horror when he sees that Fran's wearing red shoes, which he considers bad luck. He shouts to the world that Fran is a jinx. Fran is despised by all of New York City. Fran threatens to break all of Mike's most heart held superstitions unless he publicly apologizes to her. It works, but Mike's superstitions might not be as bogus as Fran thinks.

23That's Midlife

Maxwell's latest play is a flop. He lost a tennis match to just learning tennis player Fran. He has been biting everyone's heads off at the smallest little issues. These issues makes Maxwell reflect on his life, which he thinks has been a total failure. On false pretenses, Fran manages to get Maxwell to see a psychologist to talk about his problems. With the regular psychologist away, Maxwell sees the substitute psychologist, Dr.

24The Cantor Show

Fran starts dating Gary Isaacs, the handsome new cantor at Sylvia's temple. On a chance meeting with Burt Bacharach at the Sheffield household at which Gary wows Bacharach with his singing, Maxwell and C.C. hire Gary as a performer for their new Bacharach penned musical. Gary credits Fran for changing his life, this change which includes leaving his position as cantor at the temple for good. This announcement puts Sylvia and Fran in the temple's bad books, but more importantly in what they believe God's bad books. Fran tries to talk Maxwell into reneging on his contract with Gary, however Maxwell goes in the other direction by promoting Gary to star of the show when an accident sidelines the original lead actor. But the temple, Fran and Maxwell are all eventually left out in the cold when Gary gets a more lucrative job offer in a Hollywood movie. But Fran still has to make restitution to God before life between the Fines and the Jewish religion get back to normal.

25Green Card

Because Brighton is failing French, Maxwell decides to hire a French tutor for him, leaving the decision of tutor to Fran. Fran lets her hormones take over as she hires Philippe, a young, handsome native Frenchman. There is an instant attraction between Fran and Philippe, who is the epitome of the Latin lover. Maxwell and Philippe don't really care for each other, partly because of the English/French divide, but also because Philippe is moving in on Maxwell's territory, namely Fran. Philippe quickly proposes to Fran, who accepts without reservation despite their short courtship. Maxwell is a bit skeptical that Philippe's motives are pure. He thinks that Philippe is only wanting a quickie marriage so that he can get a green card. But C.C. finds out what Philippe's true motivations in life are, which puts a kibosh on Fran and Philippe's relationship for good.

26Ship of Fran's

Fran and Val are going on a Caribbean cruise for vacation. Fran is particularly excited because her psychic told her she would dance on water with the man of her dreams. Maxwell is a bit concerned because if her destiny does come true, he may never see her again. Meanwhile, Brighton is reaching his confirmation. Fran talks Maxwell into throwing Brighton a big party for the confirmation. To kill two birds with one stone, Maxwell decides for Brighton's confirmation that he will take the entire family on Caribbean cruise - Fran's cruise to be more precise. On the cruise, Maxwell vows to leave Fran alone since it is her vacation, but he does everything he can to ensure he and the kids are around her every minute. This doesn't stop her from meeting Steve Goodman, who sweeps Fran off her feet. He could be the man of her dreams as he wants to enter the mambo contest with her. Just before the contest, Fran's dance partner changes. Was her psychic correct? Elsewhere on the cruise, Niles has a good luck charm at the craps table: C.C. However, C.C. as his gambling muse is going to cost him.

27A Pup in Paris

When Maxwell takes the wrong bag for his flight to Paris (he has taken a bag containing C.C.'s dog, Chester), Fran rushes to the airport to catch him. She manages to get on board, and inadvertently stows away in the closet as the plane takes off. In Paris, Fran is forced to share a room with Maxwell since the city is busy with tourists in town to see the latest

1The Tart with Heart

After their flight from Paris does not crash, Maxwell and Fran arrive back in New York safe but not quite sound. Maxwell admits that his declaration of love was done in the heat of the moment, and that he is "taking it back". Fran is furious. Niles does whatever he can for either Maxwell or Fran to tell him what transpired between the two, to no avail. On an associated but unrelated note, C.C. tells Fran that Maxwell only hired her because of her looks and that he wanted some eye candy to flirt with but never take seriously. To prove C.C. wrong, Fran starts dating Jack, a blind man who obviously doesn't know if she is physically beautiful or not. But Jack quickly realizes that Fran has feelings for Maxwell. Jack doesn't know what happened between Maxwell and Fran but he does know that Fran needs to clear the air with Maxwell not only about what happened but where their relationship stands. Meanwhile, Grace needs to write a report about an interesting woman. Does she choose Fran?

2The Cradle Robbers

Maggie wants to start dating 25-year old John, a man eight years her senior. Maxwell isn't too happy about Maggie's wants, and he asks Fran to put a stop to Maggie and John's budding relationship. What Fran doesn't count on is that she falls for John's similarly aged friend, Mike McMullen. Maggie thinks that Fran is being hypocritical by forbidden her to see John, while she still gets to date Mike who is also eight years younger than her. But Fran knows that the age difference between John and Maggie will ultimately show itself and that Maggie in time will call it off herself. But the wait is just a little too long for Maxwell's liking. Meanwhile C.C. isn't getting any sleep as Niles is secretly plying her with copious amounts of caffeine. And the hearing in Maxwell's left ear is deteriorating, but being vain, he refuses both to acknowledge it and to go see a doctor about it.

3The Bird's Nest

Sylvia is developing a rash, Fran thinks because of some contaminated food she's been eating. Meanwhile, Brighton is failing science class. He is having problems coming up with a suitable science project to bring his grade up. Maxwell threatens to send him to military school if his grade doesn't pick up. Despite Maxwell forbidding Fran to help Brighton out, Fran does suggest that a suitable science project would be to hatch some bird's eggs abandoned in a nest outside of Maxwell's office. Brighton is diligent about the project and even asks Fran to turn on the incubating heat lamp when he isn't around. Fran turns the lamp on, but forgets to turn it off. The science project is ruined. Fran is reluctant to tell Maxwell either that she helped Brighton with the project or that she ruined it. She doesn't have to as Maxwell comes to his own conclusions when the eggs are missing; they happen to be the wrong conclusions, but Fran doesn't correct him. All Fran has to do is convince Brighton's teacher, Mrs. Richardson, to give Brighton an extension to do another project. Fran realizes this task will not be easy when she meets Mrs. Richardson. Fran literally has to give up the sweater on her back to help Brighton. But ultimately it's Sylvia who is Brighton's science project savior. In other goings-on, C.C. is staying at the Sheffield house while her apartment is being fumigated. She thinks this stay is her opportunity to get romantically closer to Maxwell, but Niles uses it more to his advantage with the help of a tape recorder and some closed doors.

4The Rosie Show

After Fran makes a witty remark regarding child rearing from the audience of _"Rosie O'Donnell Show, The" (1996)_, Rosie suggests that Fran become a regular weekly fixture on the show, responding to write-in questions on child rearing. Although Fran is excited about being on a national television show, she is worried about having to tell Maxwell that she will be moonlighting from her job of taking care of his children. Surprisingly, Maxwell does allow Fran this opportunity without fuss as he figures she doesn't do much for the kids anyway. Fran becomes such a hit on the show that even C.C. wants to be her manager. Maxwell on the other hand is now afraid that Fran will leave his life forever. Maxwell learns from Sylvia and Yetta that a spirit named Bubby Sophie lords over the Fine family and that anything that Bubby Sophie says, goes. So Maxwell concocts a plan to pretend that he had a nightmare with Bubby Sophie telling Fran that she needs to quit the show or else life for everybody will turn out badly. The ploy doesn't work as Maxwell chose the wrong spirit in which to channel. But the producers at the show come to Maxwell's rescue.

5Freida Needa Man

Fran asks her Aunt Freida to stay at the house when Freida is looking for a place to stay while her apartment is being painted. What Fran did not know was that gold-digger Freida - five times widowed and looking for number six - was evicted from her apartment since she's gone bankrupt to pay back taxes on her now defunct nightclub, Freida's La Freak, and as such her stay is more than the one night Fran expected. Freida's boyfriend, Fred, is a rich milquetoast who is not quite ready to make a commitment. To get Freida out of the Sheffield's house, Fran decides to play matchmaker between Freida and Fred. Feeling inadequate for the larger-than-life Freida, Fred feels he needs more excitement in his personality to truly win Freida over. Fran thinks teaching him to dance will accomplish this. However when Fred suffers a heart attack as Fran is teaching him to dance, Fran gets into the doghouse with Freida who thinks something more salacious is going on between the two. After recovering, Fred manages to clear the air with Freida. Fred and Freida (and everyone else in the Sheffield household since Freida is moving out) live happily ever after, but not before Fred tells Fran something in confidence and not before Fred suffers yet another minor incident. Meanwhile, Maxwell decides to tell Niles "the thing" that he told Fran on the plane and took back. Unfortunately for Niles, he isn't around to hear the news.

6Me and Mrs. Joan

Maxwell and Fran accidentally run into Maxwell's estranged father, James. The estrangement occurred because James ran off with his secretary, Joan, leaving his family behind. Fran decides to bring the Sheffield family back together by inviting James for dinner. Maxwell is livid, especially as James brings Joan along. On the surface at least, Joan and James are an older, British version of Maxwell and Fran, except that James eventually married Joan. Because of the elder Sheffield's nuptials, Fran ends up being the one who is livid since Maxwell won't commit to her. But Maxwell thinks that perhaps his father does has the right attitude about life and he decides that he should make a go with it with Fran. But his decision to do so takes just as quick a turn in the other direction when cavalier advice from James adversely affects Sylvia, and by association, Fran's life. Meanwhile, Brighton decides to go to ballet class in order to pick up girls. After going, he changes his mind with all the good looking fit guys there as his supposed competition.

7The Taxman Cometh

Fran gets audited by the IRS. She has reason to be worried as she has falsified information on past returns. But she does whatever act of persuasion she can on the auditor, Josh Bassin. It doesn't work as she is issued a $5,000 tax bill. Maxwell convinces Fran to appeal the assessment. With Maxwell by her side, Fran thinks she's in luck when the appeals officer is a wannabe Broadway actor cum impressionist. Ultimately it's another show business connection that gets Fran out of her mess. Meanwhile, Maxwell tries to rekindle a "friendship" with Brighton just like they had when Brighton was a little kid. But Brighton, being a teenager, now has little in common with his father. And Jay Leno asks the Sheffields to look after Harley, his chihuahua, temporarily. Harley and Chester, C.C.'s dog, hit it off a little too well.

8An Affair to Dismember

Fran is feeling that whatever excitement she had in life is gone. In from Paris comes Nigel Sheffield, Maxwell's younger brother, who literally and figuratively sweeps Fran off her feet. She starts off only as his New York tour guide, but becomes much more. Maxwell is totally unaware what is happening between his brother and his nanny. Fran allows Nigel to ply her with flowers and jewelry, but she pushes him away whenever Maxwell is around. But Nigel still asks her to marry him and sail back to Europe on the QEII at midnight that evening. With no one in the house aware of Nigel and Fran's relationship, Fran thinks long and hard by herself about what to do. Although her heart belongs to the New York Sheffield, she seriously considers heading off with Nigel. Fate plays a role in her decision.

9Tattoo

When Maggie states that she wants to get a tattoo - which Fran will not allow - it comes to light via Val that Fran got a tattoo when they were in high school. Sylvia is mortified. Although Maxwell also doesn't want Maggie to get a tattoo, he is quite intrigued about Fran's since he doesn't know where it is and thus it must be somewhere on her body hidden underneath what little clothing she usually wears (it's on her derrière). To appease Sylvia, Fran makes an appointment with a doctor to get it removed, but she has no intention of actually going through with it since Maxwell is so intrigued by it. Although she doesn't tell him, Fran decides she's going to show it to Maxwell by organizing a family beach vacation where she'll wear a thong to show it off. After a chat with Grace, Fran changes her mind as she doesn't think this the best time to lure Maxwell into a sexual relationship. However, they're both now so hot and bothered that they have to relieve their sexual energies in another way.

10The Car Show

Maggie talks Fran into entering the Miss Trans Am beauty pageant to win a car for Maggie's seventeenth birthday. As Fran doesn't know how to drive a manual transmission car, she tricks Maxwell into teaching her in his Porsche. All is going well until she gets a little distracted and ends up running over a rabbit. Fran is totally distraught by this incident and ends up losing the pageant title because of a rabbit related incident. In a deep depression, Maxwell offers to do whatever he can to get her out of her funk. Unfortunately for Maxwell, Niles suggests Fran's ultimate dream: a trip to the house of her goddess, Barbra Streisand, who is hosting a charity benefit at her home. On the way to Streisand's house, Maxwell tricks Fran into getting back on her "stick shift" horse.

11Hurricane Fran

Against Maxwell's wants to have the "family" together, Fran decides to take a vacation at Christmastime with Val to the Caribbean. Fran and Val initially have a good time, until the initial storms associated with an impending hurricane hit the island. They still try to make the best of their vacation, until the hurricane gets to be too bad. They're scared for their lives. Back in New York, Sylvia and Maxwell are also concerned about Fran's safety. Fortunately the hurricane passes without major incident. Fran and Val return back to New York safe and sound. The vacation has at least achieved one thing: both Maxwell and Fran admit to themselves that they have strong feelings for each other. Meanwhile, C.C. is temporarily wheelchair-bound when she slips on Niles' just waxed floor.

12Danny's Dead and Who's Got the Will?

Two traumatic experiences happen to the Sheffield household. First, Maxwell's tough, proper and judgmental grandmother, Eloise, comes for a visit, which puts the entire household on its collective toes. And second, Danny Imperiali, Fran's ex-fiancé, dies from an allergic reaction to body waxing. At Danny's funeral, Fran meets a gay man, Harvey, whose life story worries Fran for herself: after his lover's death, his widower's family did not acknowledge their relationship. In light of Eloise's visit and the way Maxwell has hidden her from his grandmother, Fran thinks this will happen to her if Maxwell dies. Feeling like she no longer has a future at the Sheffield house, Fran quits and takes a job at a department store cosmetics counter. Maxwell wants her back but has to be careful about what he says around Grandma Eloise. Meanwhile, Maxwell finally tells Niles what he said to Fran on the plane and took back.

13Kissing Cousins

Fran is picked up in a single's bar by Bob, who looks to be her perfect man: he's handsome, single, a rich doctor and Jewish. He's so perfect, Fran quickly decides that she's going to marry him. However, her plans reach a snag when she runs into him at a family wedding and discovers that he's her cousin. Fran ends up being both disgusted and heartbroken. To help her over her misery, Maxwell decides to do something drastic: send Fran to a therapist. Dr. Jack Miller quickly discovers Fran's problem: she has an obsession with wanting to be married. Although Fran tells Maxwell that Dr. Miller has cured her of his obsession, Fran secretly uses the therapy for her own plan for happiness. Meanwhile, Val tries to convince C.C. to be her friend.

14The Fifth Wheel

As part of her on-going therapy, Fran decides to give up men. After C.C. discovers her on-line fling is ending (a mutual decision when each finds out who the other is), Fran, Val and C.C. decide to have a series of girl's nights out. The girl's only club quickly dwindles as Val ends up with a guy and C.C. ends up with a guy, leaving Fran all alone. Although she initially declines the invitation, Fran decides to be the fifth wheel in C.C. and Val's double date. Fran feels totally out of place in this situation. But Maxwell is just as miserable at home alone without Fran keeping him company. So they decide to practice being alone together.

15The Nose Knows

Fran and Maxwell realize that Fran needs more therapy after Fran chastises Maxwell for some innocent making out with his date. Fran has a break through with Dr. Miller. Despite Dr. Miller's diagnosis being rather straightforward, Fran proclaims him to be a genius. She quickly changes her mind about Dr. Miller when she sees him in a public non-office setting, he clandestinely picking his nose. Fran is totally disgusted. However, when Maxwell learns second hand from Sylvia that Dr. Miller "did something inappropriate and put his hands where they shouldn't be", Maxwell comes to another conclusion. Fran feels like she needs to work through this problem directly with Dr. Miller. Maxwell also feels he needs to work through this problem directly with Dr. Miller. Meanwhile, C.C. needs to find a last minute date for an awards show after her current beau, Chandler, dumps her. Her choice of date is unexpected.

16The Bank Robbery

It's Valentine's Day, and Maxwell decides to diffuse the whole "love" situation with Fran by giving her a gag greeting card. Big mistake. Later, Fran and Sylvia are at the bank when it gets held up. News of the hold-up quickly gets back to the Sheffield household. What the hostages at the bank quickly find out is that the bank robber, Leslie Tilbert, is a meek man and an inept bank robber. Leslie is actually a kind man who is facing some personal stresses, to which Fran can relate. Fran becomes Leslie's negotiator with the authorities, and Leslie becomes Fran's negotiator with Maxwell and his faux pas with the greeting card. If nothing else, the bank robbery has shown Maxwell how he really feels about Fran and he lets her and the world know. Leslie's fate is not as good as he takes Sylvia as his final hostage.

17Samson, He Denied Her

Fran is dwelling even more on the thing Maxwell told her on the plane and took back as Maxwell tells her he made a mistake six months earlier. However the mistake to which he is referring isn't quite what Fran was thinking. It doesn't help matters that Fran and C.C. are called to jury duty, the case of Kiki Hanson, a scorned woman (she, a maid - the accused) who was rebuffed by her employer named Vincenzo (a romance novel cover model), when he told her he loved her and then took it back. Kiki is accused of "cutting it all off". Reminiscent of "12 Angry Men", Fran tries to convince the other eleven jurors that Kiki is not guilty, for exactly the same reasons that Maxwell is completely wrong in taking back what he said to her. In the end, if nothing else, the case makes Fran realize why Maxwell took it back, which is of some comfort to her. Meanwhile, the Sheffield's need another nanny in Fran's absence. The entire household dies of hunger after a week with their replacement nanny.

18The Facts of Lice

Niles is in a foul mood. His mood gets worse when he drops a piece of paper, which Fran picks up and reads (but says she didn't). The paper looks like a murder plot. Thinking him a murderer, Fran realizes she truly knows nothing about Niles. Fran and Val decide to snoop around his bedroom to see if they can find any evidence of the murder he's going to commit. Later, Fran and Niles end up in the house by themselves. Fran fears for her life because she knows that Niles knows that she was in his bedroom, and that she read his piece of paper. Niles tells her as much and even says that he knows that Fran knows what's going on. Or does she? Meanwhile, Grace brings a case of lice into the Sheffield household. Maggie, Brighton and Fran all end up getting it as well, but not Maxwell. Fran believes this is a sign that Maxwell doesn't spend enough time with his children.

19Fran's Roots

Fran gets a telephone call from a Lila Baker, who claims possibly to be Fran's birth mother. Lila states that there was a mix-up at the hospital between babies and their respective mothers. A unique timbre to Lila's voice makes Fran think she may be telling the truth. Sylvia is incredulous at this news, but Fran decides to meet Lila anyway. On first glance, one would think that Lila is probably wrong as she's African-American. But Lila tells Fran that "the father" is white - Jewish no less - and who she thought was her biological daughter definitely is not based on blood test results. Fran decides to take a blood test to determine definitively if Lila is her mother. While they wait for the results, Lila invites Fran over to meet the rest of the family. There, Fran witnesses a lavish lifestyle to which she could get accustomed. They soon get news of the test results. But regardless of the test results, Lila may have a new family member, whether she wants one or not.

20The Nanny & the Hunk Producer

Maxwell finally beats out his rival Andrew Lloyd Webber and wins a Tony. A tabloid publishes an article that Fran and Maxwell had been having an affair even during his earlier marriage. Fran is most upset that that would make her over 40 years old.

21The Passed-Over Story

Maxwell hires movie star Morgan Faulkner to star in his latest stage production. Fran knows Morgan better as her high school nemesis, Marcy Feldman. Being "just a nanny", Fran has an inferiority complex in comparing herself to Morgan. Meanwhile, Maggie is applying to colleges. When Maggie gets rejected by two of her top choices, Morgan decides to hire her as her assistant. Maxwell thinks this job is a wonderful temporary opportunity before Maggie goes to college, whereas Fran feels Morgan is taking her place in Maggie's life. Maxwell changes his tune about the job when Maggie announces that she's going to Europe with Morgan and not going to college at all. Fran and Maxwell have to persuade Maggie or Morgan that this move is not in Maggie's best interest without jeopardizing Morgan's want to do the play. Elsewhere, Sylvia has invited the Sheffields and Niles to dinner for Passover to eat, eat and eat some more.

22No Muse Is Good Muse

Fran thinks that she's a natural songwriter, especially for angst-ridden teen rock star, Tasha. Fran and Val try and track Tasha down through the streets of New York, and finally manage to sneak into her hotel room pretending to be the hotel's maid service. As she feels she's burnt out as a songwriter, Tasha does find that she does need Fran's professional help, not as a songwriter as Fran is awful at it, but as a muse. Tasha wants to draw on Fran's miserable life for inspiration. Fran loves being Tasha's muse as she feels it is a way to express herself creatively. Maxwell however thinks it's destructive to Fran's psyche. Maxwell tries to convince Fran that he needs her more than Tasha, which makes Fran happy. Fran's happiness is her downfall with Tasha, who easily finds another miserable soul as muse to replace Fran. Meanwhile, Niles is listening to a self-help tape on how to be successful with women.

23You Bette Your Life

24The Heather Biblow Story

25The Boca Story

26Fran's Gotta Have It

1The Morning After

If not for C.C. walking in on them, Maxwell and Fran would have done it in the hospital bed next to Niles. After the fact, Fran is encouraged that finally something is happening between them. Maxwell on the other hand is still uncertain, and gets some glib advice from Niles to preoccupy Fran with some meaningless project, like redecorating a room, to give him more time to figure out what to do. Fran sees right through what Maxwell's doing. Sylvia sees Maxwell's ploy as letting Fran into his life and his home, especially as the room in question is the sanctuary: the kitchen. Fran initially wants to do all the work herself, much like Maxwell's first wife, Sarah, did with the house, but Sylvia convinces Fran to enlist the help of Fran's flamboyant decorator cousin, Sheila. After catching up with the goings-on in Sheila's life, Fran realizes that their love lives mirror each other, with Sheila being a recent dumpee after four years with her boyfriend, Mitch. Fran is just waiting for Maxwell to give her the final goodbye. After the redecoration, Fran changes her mind about her future fortunes after Sheila updates her on her own life goings-on. Meanwhile, Niles is milking his recovery for all it's worth. And Yetta makes a big announcement.

2First Date

Fran and Maxwell go on their first date to a premier party for Elton John's latest movie, Tantrums and Tiaras. Unfortunateyl Fran was responsible for one of the "Tantrums" and goes to great lengths to conceal her true identity from Elton John.

3The Bobbi Flekman Story

4Fransom

There have been a slew of dog-nappings of late, the latest victim being C.C.'s dog, Chester. Chester was nabbed under Fran's care. Fran learns from the police that the suspected perpetrators are a husband/wife team. Little does Fran realize that the male thief is Brian, the guy who hit on her just before the dog-napping. His female counterpart is indeed his not too bright wife, Arianna. During the ransom call, Fran picks up on a piece of information that leads her and Val to Brian and Arianna's apartment, but the two sleuths end up being hostages themselves. Maxwell decides to take charge to get back his nanny. As Maxwell follows the ransom demands, Fran manages to save herself and Val with a little help from a secret weapon provided by Yetta. Meanwhile, the Fines are preparing for Yetta's wedding shower.

5The Ex-Niles

6A Decent Proposal

7Mommy and Mai

Since high school, Fran and Val have had a foster daughter from Cambodia named Mai Ling. Mai Ling is coming to New York for a visit. Upon arrival, Mai Ling is no longer a small child as Fran and Val expect, but a young nineteen year old woman. Mai Ling initially portrays herself as coming from a simple background, but she soon gets accustomed to life in the Sheffield house. Mai Ling borrows Fran's clothes - making her seem much more mature - without asking. And then her actions cause a rift between "her mothers", Fran and Val which requires a therapy session with Dr. Miller to resolve their issues. Because of these situations and more, Sylvia is suspicious of Mai Ling's motives. Sylvia convinces Fran that Mai Ling really wants to move in on Fran's role in Maxwell's life. In reality, Mai Ling aims her sights on another in the Sheffield household if only to be able to remain in the United States. Fran, Val and Mai Ling finally come to an understanding, especially when Fran and Val discover who one of Mai Ling's new American friends is. Meanwhile, Yetta is certain she's going to win the Publisher's Clearing House sweepstakes.

8Fair Weather Fran

9Educating Fran

Maggie has a crush on her Philosophy professor, Steve, which both she and Maxwell think he is reciprocating. Maxwell orders Fran to talk to Steve to put a stop to it. In reality, Steve is a handsome man who is the attention of many a schoolgirl and schoolboy crushes as the case may be. But Steve, who is Jewish himself, thinks that Fran may be the one for him, especially since he, a devout follower of astrology - is told by his horoscope that someone like Fran would be entering his life. Fran considers going out with Steve, but both does not want to hurt Maggie and doesn't know what her situation is with Maxwell. After getting the OK from Maggie and much to the chagrin of a jealous Maxwell, Fran and Steve do start to date. But their relationship ends as soon as it starts based on news from Steve's psychic. Both Maxwell and Fran are somewhat relieved as they both individually tell their respective confidantes, Niles and Niles, that they are meant to be with each other. Meanwhile, Niles and C.C.are hooked on a Spanish soap opera.

10From Flushing with Love

Fran and Niles are at each other throats as Niles realistically believes that Fran always gets her way with Maxwell. This specific incidents stems from the fact that both Fran and Niles want a particular weekend off. Niles is not taking this latest defeat lightly, and forms an alliance with his arch enemy, C.C. Fran is taking this battle with much hurt. But Niles ultimately comes up with a solution: she should invite Maxwell and the kids to Niagara Falls for her family reunion, as Niagara Falls is a romantic place where spontaneous marriage proposals occur. Niles and Fran are back on good terms, and with a little help from the kids, Fran does convince Maxwell and the kids to go with her. Indeed, on the Maid of the Mist, Maxwell is overcome by the beauty and majesty of his surroundings. He proposes to Fran, but... Niles ends up using the incident to his advantage.

11Rash to Judgment

With free tickets in hand received from Val, Fran asks Maxwell out on what would be their second date, this time specifically to a Michael Bolton CD launch party. Maxwell accepts with enthusiasm. Before the date, Fran develops an itchy rash all over her body which no over-the-counter pharmaceutical will cure. Even this rash will not stop her from going out on the date, during which she uses every possible opportunity to relieve her body itch rubbing up against whatever or whomever is near, including Maxwell (who thinks she's just being amorous) and a surprised Michael Bolton. Just as Maxwell and she are going to take the date to a more sexual level, Fran can no longer take the itch and sneaks off to the hospital emergency ward, where she is horrified to see who the attending doctor is. Without checking, the doctor gives her a shot of cortisone which relieves the rash but causes an allergic reaction. The manifestation of the reaction is more off-putting to Maxwell than the rash ever would have been, and the romantic mood is ruined for the evening. But all, especially Maxwell and Fran, are relieved to learn that Fran is medically all right and that they can trace the root cause of the original rash.

12One False Mole and You're Dead

Maxwell and C.C. are courting Margo Lange to star in their next production. Margo is a temperamental star whose biggest claim to fame is the beauty mark on her face. Five seconds with Fran and they all discover that the beauty mark is fake when Fran wipes it off her face. News of such could ruin Margo's career. Maxwell is worried that gossiping Fran will spill the beans, Fran who is offended by such an accusation. Fran does mention this fact to Sylvia in public, and who should overhear but entertainment reporter, Cindy Adams. Cindy not only publicly outs Margo, but names Fran as the source. Because of this, Maxwell feels he can no longer trust Fran. But Fran convinces Margo that there is a way to regain her career and her reputation in a business venture which would make both rich. Margo agrees with Fran's business plan, agrees to do Maxwell's play, and in turn, Maxwell forgives Fran. However the business deal falls through when Maxwell leaks the information of the business plan. There's only one way for him to make it up to Fran. Meanwhile, the doctor has placed Sylvia on a strict diet.

13Call Me Fran

After Fran's father, Morty, doesn't show up to a Knicks game which she gave him as a gift, she learns that Morty declined only because he knows Fran got the tickets from Maxwell, from who he wants nothing. His attitude is because he sees Fran wasting her life on a man who will not marry her. Fran is hurt since she doesn't have her father's approval and has felt she never has. Dr. Miller's diagnosis of the situation is that Fran has always been attracted to men who keep her at arms length, much like her father, in order to resolve an unresolvable issue directly with her father. Based on this and Maxwell's inability to change, Sylvia inadvertently convinces Fran that she is the one who needs to make a change. She first decides to change the nature of her relationship with Maxwell purely to that of employee and employer, but when that doesn't result in a satisfactory outcome, she decides to leave the house for good. Will Maxwell make the necessary change before Fran leaves? Meanwhile, Maggie has invited Brighton to a "bring a geek" party at her sorority.

14Not Without My Nanny

Grace's pen pal, Billy, is the son of the Sultan of Koorestan, a country in the Middle East. Billy has invited Grace for a visit. Despite the fact that Fran would prefer Niles take Grace since Fran could therefore spend time alone with Maxwell, Maxwell talks Fran into escorting Grace alone on this trip. Hence, Maxwell and Fran part company for the time being with an argument hanging between them. With Fran gone, Maxwell is miserable and frustrated about their argument. In Koorestan, Fran initially is homesick despite the fact that the Sultan bears a striking resemblance to a certain Broadway producer. But she begins to love the place. In return, the Sultan seems to love Fran as he asks her to stay forever. Fran politely declines, but the Sultan seems to take whatever measures he deems necessary for Fran to stay. Maxwell decides to head off to Koorestan to see Fran. Upon his arrival, the Sultan denies Fran's suspicions. But there is no denying what Maxwell has to say to Fran.

15The Engagement

Things are going well romantically between Maxwell and Fran after Maxwell finally tells Fran that he loves her and doesn't take it back. Despite C.C. convincing Fran that Maxwell will extend their courtship indefinitely, Fran ultimately learns from Niles that Maxwell is prepared to pop the question. Maxwell swore Niles to secrecy who in turn swears Fran to secrecy. Fran however tells Sylvia who tells everyone in the western world. Thus everyone knows that everyone knows that Maxwell is going to propose, except for Maxwell who still thinks that only Niles knows. Maxwell sets up an extended family dinner so that he can propose in front of everyone important in Fran's life. Needing to say his final goodbye as a single man to his first wife Sara, Maxwell calls Fran to tell her that he's running a little late. However he doesn't show up for the dinner. Everyone but Fran is convinced that he has run out on her, but Fran knows something has happened. Fran's right - Maxwell got mugged, the thieves stealing among other things Fran's engagement ring. But nothing is going to stop Maxwell from asking Fran to marry him.

16The Dinner Party

Maxwell and Fran go shopping for an engagement ring. After having that ring on her finger, being Mrs. Sheffield actually now seems real to Fran. But others make Fran feel that she may not be the most appropriate future Mrs. Sheffield. First, in shopping for a dinner party dress at an exclusive clothing boutique, Fran is snubbed by the sales clerk. And second, at the dinner party itself, the hostess and guests talk about Fran behind her back, a fact she learns from overhearing a conversation between the kitchen staff. Confused, Fran needs to talk to somebody about her mixed feelings. She pours her heart out to a total stranger, a homeless man, in Preston Collier Park. Fran also tells Maxwell of her concerns. But Maxwell doesn't care what anyone else thinks, even if it may be his potential investors, because he loves Fran. In addition, Fran gets validation from her new homeless friend, a bigger validation than she ever imagined.

17Homie-Work

As the wedding approaches, Fran realizes that she will no longer be "the nanny" as thus will no longer be a member of the traditional work force. She still wants to be considered an integral contributor to the household economy. When new step-grandfather Sammy mentions that his rap-singing grandson Irwin wants to be on Broadway, Fran thinks she can help by giving Irwin at least a shot of being in Maxwell and C.C.'s new rap musical. When Fran eventually meets Irwin, she realizes that Sammy misrepresented Irwin's intentions. She also realizes that Maxwell's decision may have been clouded by the fact that it was his future wife who made the suggestion. But Irwin, with Fran's help and not wanting to disappoint, does his best to become the rapper Fran wants and Maxwell needs.

18The Reunion Show

When attending her high school reunion, Fran bucks the trend: she's recently engaged while all her old colleagues are getting divorced. This fact gets Fran thinking about marriage in a serious way and decides to have a chat with Maxwell about what life will be like being married. One of the more important issues they discuss is having children beyond the existing brood of Maxwell's three. Fran wants to have children, whereas Maxwell does not. This places an obstacle between the two. But after discussing the pros and cons with Niles, Maxwell ultimately tells Fran that they'll first work on being a couple of two before adding more to the mix in the future. Meanwhile, C.C. is away which puts Niles in a depressed funk. And Grace, after speaking to a friend in a similar situation and after finding a brochure for the institution, thinks that Maxwell and Fran are going to send her to boarding school after they get married.

19Immaculate Concepcion

The Sheffields receive news that Maxwell's father has passed away. What's equally painful to hear, if not more disturbing, is that he had an illegitimate child named Concepcion, to whom he is leaving his entire estate of $100 million. The kids are only concerned that they received nothing of substantive value in the will. And although Fran is not overly concerned with money, C.C. gets it into Fran's head that Maxwell probably was relying on part of his father's estate to live a comfortable life in his golden years. Sylvia convinces Fran to try and talk Concepcion into giving the money back, but when Fran gets face to face with her soon to be sister-in-law, Fran can only welcome her into the family. Later, Maxwell reassures Fran that they are far from being poor. However, they end up being a little wealthier than they expect by a unsuspecting move by Fran. Elsewhere, C.C. is discharged from the sanitarium. Her discharge is short-lived.

20The Pre-Nup

On the advice of his lawyers, Maxwell wants Fran to sign a pre-nuptial agreement to protect his family's finances and their estate. Maxwell knows Fran isn't going to like it. Indeed, Fran thinks a pre-nuptial agreement is a sign of mistrust, on which a marriage should not be based. Fran refuses to sign. But Maxwell gives her an ultimatum: sign or they don't get married. While both stand firm in their conviction, Brighton gets into an accident suffering a head injury. A concerned Fran rushes to the hospital where, not officially listed as an immediate member of the family and therefore not allowed to see Brighton, does whatever she can to get in to see him. She manages to sneak in. This situation shows both Maxwell and Fran that there are more important things in life than the pre-nuptial agreement. Now, Maxwell still wants Fran to sign papers, but different ones: adoption papers for his three children. Meanwhile, C.C. has hired a temporary replacement for herself, the replacement a more biting clone of herself who gives more to Niles than he can handle. And Sammy suggests that Fran and Maxwell use his photographer niece, Edna, to be the wedding photographer.

21The Best Man

When Fran hears that Maxwell's brother Nigel will soon be arriving (Nigel is to be Maxwell's best man), Fran realizes that she never told Maxwell that she almost ran off and married Nigel a year and a half ago. When Nigel arrives, Fran notices that he has obviously moved on as he has brought his new French girlfriend, Geneviève. Fran pleads with Nigel not to tell Maxwell about them almost getting married, to which Nigel agrees. But in a slightly inebriated state at Maxwell's bachelor party, Nigel spills the beans. Maxwell is livid and feels betrayed even though he was at the time of Nigel and Fran's relationship not committed to Fran. Fran, thinking that Maxwell is wanting an excuse to call off the wedding, decides to call it off for him. Unexpectedly, C.C. purposely helps Fran get Maxwell back, with a little assistance from Marla Maples, a former flame of Maxwell's.

22The Wedding

On the night before her wedding Fran gets lost in New Jersey while picking up her honeymoon negligee. Even with the last minute disapproval by Maxwell's family, he still marries his beloved Nanny. When finally alone together after six years on their honeymoon yacht, Fran and Maxwell fall overboard.

1The Honeymoon's Overboard

On Fran and Maxwell's honeymoon aboard the yacht, Fran falls overboard and Maxwell jumps in to rescue her. They manage to make it to a deserted island. There, they have some good times and bad times in their survival, but the worst ends up being a poisonous bite that Maxwell receives. He thinks he's going to die, but luckily for him, Fran watched daytime television in the past which gave her the necessary skills to tend to his illness. Meanwhile, they are noticed missing when the yacht docked at its first port without them. The Sheffield kids, Sylvia and Niles fear the worst. After a week of the Coast Guard not being able to locate any sign of Fran and Maxwell dead or alive, C.C. decides to take matters into her own hands.

2Fran Gets Shushed

During their first night together in the house, Maxwell "shushes" Fran because he thinks she's making too much noise and that she'll be heard by the kids. Basically, Maxwell thinks that Fran is too "loud" and Fran thinks that Maxwell is too uptight. They get into a terrible argument about what is to them a fundamental aspect of who each other is. After speaking to their respective confidantes - Fran with Sylvia and Maxwell with Niles - each decides to compromise to make their marriage work. The first test is a business party in which Maxwell needs Fran to be on her best behavior since a lucrative production could be offered to him by the party's host, playwright Wendell Kent. As usual, Maxwell's main competition for the job is Andrew Lloyd Webber. Things seem to be going well for the Sheffields - Kent is enthralled with vivacious Fran - until they get locked in the bathroom together. Maxwell doesn't want to draw attention to themselves by Fran yelling for help, yet he really needs to relieve himself, something the uptight part of him can't do in front on anyone, including his wife. In accommodating her husband, Fran is the cause of an incident which costs Maxwell the job. Because of the severity of the incident, Fran and Maxwell decide that they are better off being themselves in their marriage. But Maxwell is later grateful for Fran helping him get out of the job.

3Once a Secretary, Always a Secretary

During a disagreement in a parenting issue with Brighton, Maxwell accidentally calls Fran the N word: nanny. Fran is upset. For Fran to get back at Maxwell, Sylvia suggests that Fran act like a wife and do what any good wife would do in this situation - withhold sex - but Fran finds this tactic more difficult than the intended effect on Maxwell. They eventually make up as it's nothing that some new, expensive jewelry can't fix. Later on national television, Maxwell talks about his new wife in a not so flattering way, again referring to her as the nanny. Again Fran is hurt, and again Maxwell needs to buy Fran some expensive jewelry to get himself out of the doghouse. To get out of this cycle, Fran hires another nanny, namely Nanny Bower. With all this free time now on her hands, Fran does what the first Mrs. Sheffield used to do, which is to hang out at the country club. Fran quickly learns that she's not cut out for country club life. Nanny Bower also quickly realizes that the Sheffield house does not really require a nanny. Maxwell and Fran come to the conclusion that Fran is indeed the nanny, but now in another name: mom.

4Sara's Parents

Sara's parent's are coming for a visit. Roberta and Ernest - Bert and Ernie as Fran calls them - are proper and somewhat uptight. Maxwell has told them nothing about Fran and himself. Upon Roberta and Ernest's arrival, Maxwell and Fran have to quickly tell them about the marriage to overcome an otherwise embarrassing situation. But Fran wants to win them over before she and Maxwell tell them about Fran adopting the kids. She thinks things are going well, that is until she tells them about the adoption. Roberta forbids it to happen and threatens to take Maxwell and Fran to court. Fran is worried that she will be proved unfit mother material due to all her past indiscretions in life. But perhaps Roberta and Ernest's concern has little to do with Fran as a person and more with their future connection with their grandchildren. Elsewhere, Yetta thinks that Niles is her husband.

5Maggie's Boyfriend

Maggie is nervous and excited about bringing her Jewish boyfriend Michael over to the house to meet Maxwell and Fran for the first time. Maxwell wants Fran to appear to Michael to be a demure mother figure. When Michael comes over, he and Maggie seem to be very serious about each other, which is exciting Fran. Maxwell on the other hand is furious at Fran for being so liberal with Maggie's life. Maxwell states that Maggie needs a mother, not a friend. Indeed, Maggie states to Fran that she and Michael are going to move into together, again Maxwell blaming Fran for not being more mother-like in her advice to Maggie. To appease Maxwell, Sylvia suggests to Fran that she try old fashioned Jewish guilt to get Maggie to move back home. But guilt doesn't work. But perhaps old fashioned reverse psychology may.

6I'm Pregnant

Fran and Maxwell know that Maggie and Michael are having sex with each other. How do Maggie's parents know this?: because Fran and Maxwell find them in bed together. Maxwell isn't too happy; he wants Fran to talk to Maggie about what she's doing. Before Fran can do so, Maggie in turn wants to talk to Fran about a problem she's having: she thinks she's pregnant. Before telling Maxwell, Fran wants Maggie to be be sure and makes her take a home pregnancy test. But as Maxwell catches Maggie with the test, he would prefer that Maggie know for sure by going to a gynecologist for a test. With Fran in tow, Maggie gets the test done. Despite being late, Maggie is not showing any other signs of being pregnant. But someone else is showing signs of being pregnant, that being Fran. But Fran learns, pregnant or not, that Maxwell doesn't want to be a new father or grandfather at this stage of his life. Meanwhile, Niles and C.C. are in negotiations for him to buy her classic car.

7Mom's the Word

Fran is hesitating telling Maxwell about being pregnant. But Sylvia, Niles and C.C. all know. Fran finally decides to set the right mood to tell him, and before she can blurt it out, he reiterates his stance that he doesn't want another child. In tears, she finally tells him; because she's so upset, she runs off. She commiserates with another mother in Central Park when she starts to have abdominal pains. She's rushed to the hospital. There, Maxwell reassures her that he does indeed want a child, something he didn't know until he learned they were about to have one. Unfortunately, Fran and Maxwell will have to wait for another pregnancy. Meanwhile, Brighton and Yetta go to the movie theater together. Unsure who's looking after who, they both lose each other, which they're afraid to tell anyone about.

8Making Whoopi

9Oh, Say, Can You Ski?

10The Hanukkah Story

It's the December holiday season. Maxwell's sister Jocelyn drops by unexpectedly from London to meet up with a new boyfriend, a meeting which doesn't go as she hopes. Meanwhile, Maxwell has made plans to go to Boston for a one-day business trip on the first day of Hanukkah. Fran is upset that he forgot about spending what she considers the most important day of the holiday season with the family. But the entire family won't be at home for the first day of Hanukkah either as, in addition to C.C., Maxwell is taking Grace with him to Boston. On the first day of Hanukkah, both Fran and Maxwell individually remember back to their respective childhoods about what the holidays were like. This remembrance is enough for Maxwell to realize that he'd rather be home. As Maxwell, C.C. and Grace are driving along during a blizzard, Maxwell calls Fran on his cell phone to tell her that they're on their way home. But Fran overhears what she thinks is Maxwell accidentally driving off the road. She's right. She and the family are worried for their loved ones. Meanwhile, Maxwell, C.C. and Grace are all right, but they are stranded without any way of getting hold of anyone (the phone has gone dead), and with what Maxwell thinks is enough gas in the car to keep the motor running for about an hour - an hour of warmth. But it's Hanukkah, the season of miracles.

11The In-Law Who Came Forever

Fran's wealthy Aunt Freida did not attend Maxwell and Fran's wedding out of protest since she was not allowed to sing at the festivities. Knowing that it was Sylvia's decision to not allow Freida to sing, Freida in retaliation has bought Sylvia and Morty's apartment building and subsequently evicted her brother and sister-in-law. So the Fines decide to move into the Sheffield house. Initially Maxwell is livid, whereas Fran is somewhat looking forward to some nearby motherly love. However each takes a 180 degree turn when Sylvia continually criticizes Fran leading her to binge eat, whereas Sylvia ends up being the mother that Maxwell never really had. Fran thinks that she should be the mother that Maxwell never had. This turn of events is just a little too much for Maxwell to handle, who wants his life back to the way things were before the Fines moved in. Fran figures the only way to get Sylvia and Morty back into their old apartment is to manufacture Freida singing at their wedding, which she manages to do with a little help from the Sheffield kids and a video camera. Meanwhile, Niles tries everything in his power for Maxwell and C.C. to hire him for a photo shoot requiring a masculine male model.

12The Fran in the Mirror

Rodney Pembroke, Maxwell's rich, boisterous friend, comes to New York for a visit. With Rodney, Fran sees probably one of the few times that Maxwell has ever let loose. During Rodney's visit, Maxwell is unexpectedly called away to London, but Rodney tells Fran that Maxwell forgot to give him an investment check for $1 million. Against C.C.'s advice, Fran does write Rodney the check. Shortly thereafter, Fran learns that Rodney is broke and has squandered away all his and other friends' money. When Fran asks for her money back, Rodney tells her a story about one bad investment he made which ruined his life and asks her to have a little faith. She does. When Maxwell returns from London, he already knows about Rodney's unfortunate financial situation, so Fran needs to tread lightly when she tells him she invested their $1 million with Rodney. Although Maxwell is upset with Fran for doing so, Rodney may come through for them in the end. Concurrent with Rodney's visit, Fran tries to impress a headmistress of a prestigious school so that Grace can be admitted. Niles learns that he has inherited an estate and title from a long, lost relative, and as such is on a work slowdown; he will quit work when he gets the money. And Val gets a new job working at Krispy Kreme Doughnuts.

13The Yummy Mummy

14California, Here We Come

15Ma'ternal Affairs

16The Producers

Niles want to produce a play written by his friend. He doesn't want to produce it solely in a want to be a producer, but he wants to impress his true love: C.C. To help her friend achieve his goal of winning C.C. (although she admittedly doesn't understand the attraction), Fran decides to co-produce the show with Niles. Since the names Niles and Fran mean nothing in the show business world, they decide to use the name Sheffield/Babcock Productions to at least get their foot in the door. Even at that, the production has a few bumps, such as only being able to hire an aging former soap opera star in the lead role of the 24-year old ingénue. But Niles and Fran get into serious trouble when due to their lack of business acumen, Sheffield/Babcock Productions ends up being sued for $250,000. They try and hide this fact from both C.C. and Maxwell without success. Luckily Maxwell, although angry, manages to rectify their business mistakes in the production. But in the end, the show does go on. Feeling buoyed by this minor success and egged on by Fran, Niles is about to confess his love to C.C. Instead, he blurts out something completely different to her.

17The Dummy Twins

After Niles blurts out a marriage proposal to C.C., she flatly turns him down. Niles is devastated and angry at Fran for pushing him into this situation. Fran thinks Niles' mistake was that he took things too quickly with C.C. Fran suggests he court C.C., first by asking her out to dinner. C.C. reluctantly agrees. But at dinner, Niles proposes once again, and C.C. turns him down once again. Humiliated, Niles feels he can't be around C.C. anymore and quits his job. After a heated argument with Niles, C.C. realizes that she too has outstayed her welcome at the Sheffield house and quits as well. But in the middle of the night when Fran and Maxwell rush to Niles' room to convince him to stay, they find they can't interrupt him during this important moment in his life. Meanwhile, Margot - Dr. Reynolds' sister who is filling in for her conference bound sister - provides Maxwell and Fran with two baby dolls so that they can practice being parents to twins.

18Yetta's Letters

19Maggie's Wedding

20The Baby Shower

Libby, the receptionist at the Chatterbox, tells Fran and Val their fortunes. Val's is good: the letter "F", which Val attributes to Fred the pharmacist, a condo and lots of babies. Fran's is not so good: Maxwell in bed in Beverley Hills with a sexy, leggy blond with piercing blue eyes. In Fran's hormonal state, she's devastated with this prediction. It becomes even worse as Val's prediction seems to be coming true when she and Fred start dating. It seems like Fran's prediction is also moving toward reality when Maxwell is called off to Beverley Hills on a business trip. What's more, he taking along with him a sexy, leggy blue-eyed blond: C.C. Not only is Fran concerned, but now so is Niles. They decide to go out to Beverley Hills themselves and see if Maxwell and C.C. end up together in bed. When they arrive in Beverley Hills, Fran manages to sneak into Maxwell's room, and Niles manages to sneak into C.C.'s room. Although Fran does catch Maxwell in bed with a blue-eyed blond, it's not quite what she had originally pictured. Meanwhile, Brighton, who has been accepted to Harvard, decides he wants to take a year off from school to travel the world to find himself.

21The Finale: Part 1

Maxwell and Fran will soon be celebrating their first wedding anniversary, yet without Fran having given birth. Fran is a little anxious and a lot uncomfortable. To get her mind off the pregnancy, Fran decides to plan an anniversary party. There, the romantic mood makes Niles propose to C.C. yet again. This time, C.C. does not turn him down, but she runs off without giving him an answer. Fran runs after C.C. to find out what's on her mind. Catching up to her in the elevator, C.C. admits to Fran that she doesn't understand why Niles wants to marry her. Quickly thereafter, the two get stuck in the malfunctioning elevator, followed by Fran going into labor. Their time in captivity is spent by Fran trying to talk C.C. into marrying Niles, punctuated by screams of labor pains. When they find out about Fran and C.C., Maxwell, the kids and Niles - with the elevator repairman in tow - rush off to save their loved ones. At the closed elevator door, C.C. gives Niles her answer. They just have to pry open the door and get Fran to the hospital.

22The Finale: Part 2

A nervous Fran is in the hospital almost ready to give birth to the twins. Meanwhile, C.C. is also glad to be at the hospital since she's been vomiting ever since she accepted Niles' marriage proposal earlier that evening. She wonders if nausea is due to the proposal itself affecting her mental state. Fran convinces her that she's just nervous about being married. So to get over the nerves, C.C. and Niles decide to get married in Fran's hospital room right in the middle of her delivery. Although the nausea does subside after the ceremony, C.C. learns her nausea is due to something more natural. Back with Fran, she finally gets her nine month wish of getting the babies out of her: she gives birth to two beautiful babies. This act is the beginning of the next phase for the Sheffields, with Maggie and Brighton heading off to Europe, and Fran, Maxwell, Grace and the two babies - Jonah Samuel and Eve Katherine - heading to a California for their new life.