Top 600 Quotes From The Nanny

Maxwell: [about Nanny Mueller] What am I gonna do?
Fran: Well, this is just off the top of my head, but why don't we run this up a flagpole? Tell her to leave.
Maxwell: I can't just turn her out. She raised me for heaven sakes! I feel so guilty. Oh, you wouldn't understand.
Fran: I wouldn't understand guilt? My people invented it! But we made up for it with the Salk vaccine and Streisand.

Maxwell: Just what is your problem Miss Fine?
Fran: We're in a rut, honey. I mean, Mr. Sheffield. Nothing ever changes around here. I mean, it's Monday morning, which means Miss Babcock has just arrived. She's handing Niles her coat. She's saying 'careful, I just cleaned my fur'. To which he responds 'well, don't cough up any hairballs.'
[slight pause]
Fran: And right about now, she's getting even with him.
Niles: [he lets out a scream, limps in, then talks in a high pitch voice] Miss Babcock is here.

Fran: Oy, were all you blue bloods raised by nannies? What were your parents doing?
Maxwell: [Together, realizing they never thought of that] I don't really know./I have no idea.

Maxwell: [about the charity auction] Look Miss Fine, this event won't interest you. No single men, no shrimp, and no stars will be there.
Brighton: Well, what about Bette Midler? I thought she was coming.
[Fran gasps, and Brighton realizes he spilled the beans]
Brighton: But I also thought I had an inheritance, but I'm probably wrong about that too.
Sylvia: Oh, did I love Bette in First Wives Club. I really enjoyed that movie. I found a theatre that had real butter, not just that BS canola oil!
Fran: [confronting Grace] Was the Divine Miss M in THIS house?
[Grace cringes and hangs her head in shame]
Fran: [confronting Maxwell] Was she here the day I miraculously found that ticket for Victor/Victoria on the front stoop?
[Maxwell cringes with guilt]
Maxwell: The auction's at eight. Dress formal.
[desperately]
Maxwell: But I wasn't lying about the shrimp!

Dean: I happen to be the Chair of my department.
Fran: Oh?! Do you do "Gypsies, Tramps and Thieves"?

Fran: ["analyzing" Corbin Bernsen, the former star of L.A. Law] Well... I can tell you're not a lawyer...
Glen: Why can't I be a lawyer?
Fran: Well, not in New York... maybe L.A.

Chastity Claire 'C.C.' Babcock: [Niles walks in behind C.C., who is expecting a romantic evening with Max] Maxwell darling, is that you?
Niles: [dims the lights, disguises voice in whispers] Shh. Don't turn around.
[Blows on her]
Chastity Claire 'C.C.' Babcock: [Writhes in sexual pleasure] I'm yours! Tell me what you want me to do.
Niles: [Thinks to himself] Cluck like a chicken.
Chastity Claire 'C.C.' Babcock: What?
Niles: It turns me on.
Chastity Claire 'C.C.' Babcock: [Accepting the request and folding her arms] Bwok, bawk-bwok Bawk! BWAK bock-bock-bock.
[Enjoying herself]
Chastity Claire 'C.C.' Babcock: Bock bwack-bwack-bwack BWACK! Bwock bwock bwock bwock bwock bwack bwock Bwok. Bwo-o-ok
[turning around while clucking with increasing gusto]
Chastity Claire 'C.C.' Babcock: Bwa-AAAH!
Niles: Mr. Sheffield's been delayed. Did you think I was him?
Chastity Claire 'C.C.' Babcock: If you tell ANYONE about this...
Niles: Oh, I'd never do that. We need the eggs.

Maxwell: Oh, Niles. I just hope I can live up to Fran's expectations. You know, I haven't been with a woman in quite some time.
Niles: Well, double quite some time, add two, and welcome to my world, pal.

[Fran has accidentally run over a rabbit]
Max: It's not like rabbits are endangered species. All they do is mate.
Fran: Well, aint that nice. I killed an animal with a better social life than me.

Max: [drinking a hangover-remedy] Urgh, Niles, it's far too early in the morning for something this repulsive.
Niles: [C.C. enters; Niles walks up to her] Mr. Sheffield wants you to go home and come back in an hour.

Fran: [sees a cat outside] Oh look Mr. Sheffield you got a cat out on your terrace.
Maxwell: He's probably hungry. I uh, I feed him something this time every day.
[takes a small plate of food outside for the cat]
Fran: Mr. Sheffield I thought you said you hated cats.
Maxwell: No I hate Andrew Lloyd Webber's 'Cats'.

Maxwell: Don't you look adorable today.
Fran: Thank you.
Maxwell: You know, you could be Margaret's sister.
Fran: Oh sister...
Fran: [under her breath] ... stepmother.

Brighton: So, you're pretending to be an actor?
Fran: No, that's Steven Seagal!

Grace: [telling Yetta a story] Where was I? Oh yeah... no wait... oh yeah... no wait...
Yetta: You see sweetie? You're not a curse, I'm not dead
Yetta: [to Fran]
Yetta: and I wish I was.

Charles: Where do you open?
Fran: Ooh! I know that one... it's uh...
Niles: Would you like some cream cheese, Miss Babcock?
Fran: We open in Kraft!
Maxwell: We open in Philly, Miss Fine... uh Miss Babcock, fine, Miss Babcock.

Grandma: [to C.C] Are you single by choice?
Niles: Yes, but not hers.

[Libby the psychic is giving Yetta a reading]
Yetta: So tell me, where do you see me twenty years from now?
Libby: [slightly confused, as she starts the reading] I see you with a man in New York, and this young guy in Paris, and a jazz saxophonist in Chicago.
Yetta: [excited] That sounds good.
Libby: [suddenly looking up in surprise] Are you an organ donor?

Fran: My camp is having a big reunion this weekend. What are you doing Friday night?
Maxwell: [Pretending to check his datebook] Friday, Friday, Friday, Friday, Friday, Friday, Friday, Friday. Oh, meeting of the Tony committee, what a shame! Blast, if it was any other night...
Fran: Oh, lucky you, it's really Saturday!
Niles: A blind man in New Jersey saw that one coming, sir.
Maxwell: Miss Fine, I hate reunions. I didn't even go to my own at Eaton.
Niles: Oh, yes, you did, sir. Don't you remember? You were sulking in the corner because everyone was kissing Jeremy Irons' ass
[seeing Mr. Sheffield nasty look]
Niles: perin, Q-Tips, and Chapstick. Well, I'm off to the drug store.

Fran: Shishter Meffield, Shishter Meffield.
[Maxwell looks around]
Niles: I believe she's talking to you, sir.

Brighton: Yow, this is scary. Look, it's a naked picture of that guy from "Evening Shade."
Maggie: Oh, gross!
Fran: Oh, my Burt Reynolds' "Cosmo" centerfold!
Sylvia: [Taking the poster from Fran] Darling, that's mine.
Fran: [Taking it back] No, Ma, you laminated yours!
Sylvia: [Both pulling the poster] No, I didn't!
Fran: Yes, you did!
[the poster rips in two, Fran apparently ending with the lower half]
Fran: Oh, well, I guess that's more than Loni got.

Yetta: [to Sylvia about Fran, while they're collectively at a therapy session] Don't nag the kid all the time. She should get married when she wants to, not just 'cause she got knocked up by the seltzer man like I...
[hesitantly, when she sees that everyone is looking at her with shocked faces]
Yetta: ...like I heard people do.

Bellhop: [to Maxwell] May I have your last name, sir.
Fran: Good luck. I've been waiting five years for it.

Fran: Honey, don't scratch like that. People will think you have lice.
Grace: I do. My school sent home a letter.
Fran: [gasps] You got head lice, at your 14 THOUSAND dollar a year school.
[Sylvia]
Fran: Vermin they give you but you still gotta bring your own juice.

Maxwell: [about Fran and her pregnancy] Ever since she entered her third trimester, her mood swings have been lethal.
Niles: Oh, I know. It's worse than when Sylvia gave up chocolate. That was the most unbearable hour of my life.

Brighton: [Maggie is playing piano off-key with wrong notes; Niles is spray-cleaning; Fran is reading Tres Chic as Grace entertains herself with checkers and Brighton reads, but then throws magazine to couch and rushes to Fran, hands over his ears] Alright, alright, I confess - just make her stop playing; it's torture!
Fran: [shakes head] You don't know what torture is. MY sister played the zither. Once my ears actually bled.
Margaret: My teacher says I have nimble fingers.
Niles: You know, sign language is an excellent hobby.
Grace: [to no one] Okay, I'll do it myself.
Brighton: [theatrically] Submitted for your approval: A girl who has a friend that isn't there. An imaginary friend, here in The Gracie Zone.
Fran: Give her a break. She's only 6! When she invites and imaginary guy to the prom, we'll start worrying.
Grace: I win! You want to go play hide-and-go-seek? Okay, you hide.
[covers her eyes; almost immediately uncovers them]
Grace: Where did she go? She IS good!

Fran: I just saw Mr. Sheffield naked in the shower. It was horrible.
Niles: Yes, I keep telling him to go to the gym.

Maxwell: [talking about Brock Storm] Is it me or is he the phoniest man in the world?
Niles: Not including C.C., sir?

Maxwell: If Barbra Streisand and your mother were drowning, who would you save?
Fran: Well, I'd save my mother. Barbra can walk on water.

Margaret: Fran we didn't do anything. Greg and I decided to cool it.
Fran: Why? I mean, good!

Fran: [in grocery store, giving young Grace advice about how men shop] Everything you need to know about a man you can find right in his cart. If there's a box of Midol, keep moving. Corn pads means he lives with his mother, learned that the hard way. And if you see two guys with sweaters tied around their necks buying Pesto save yourself the pain.
Grace: [pointing to the items in a passing male customer's cart] What about them?
Fran: [looks] Hmm, let's see. Cabbage, chili, refined beans. Ooh one dinner with him and you spend the rest of the night blaming the dog.

Fran: By the way, Niles, what is your family name?
Niles: It's just Niles; like Cher.

Fran: I don't drink.
Chastity Claire 'C.C.' Babcock: Then what do you do when you're tense?
Fran: Hair.
Chastity Claire 'C.C.' Babcock: What?
Fran: I do hair.
[looks at C.C]
Chastity Claire 'C.C.' Babcock: Forget about it.
Fran: Okay, fine...
[singing, low]
Fran: 99 bottles of beer on the wall... 99 bottles of beer... t
Chastity Claire 'C.C.' Babcock: Can you do a cute little French twist?

Fran: [about Nanny Mueller] She hates my guts.
Maxwell: Oh, I wouldn't say that. No, it's just that you... Well, you are somewhat of a of an acquired taste...
[pause to think]
Maxwell: Like sushi.
Fran: Sushi. Leave it to the Japanese to invent a restaurant where you don't have to cook. And we wonder why we're behind.

Fran: I gotta go talk to Mister Sheffield.
Niles: Well, I hope you're not going to upset him. He's writing out the staff Christmas bonuses.
Fran: Oh, how do you know?
Niles: Well, did you think the keyholes polish themselves?

Maxwell: Sweetheart, how was therapy today, hm? Any, uh, any breakthroughs?
Grace: We did some regression work. Dr. Bort took me back through my childhood.
Fran: Must have been a quick trip!
Grace: Oh, you have NO idea how complicated I am.

Fran: Ma, I'm having a crisis, why don't you have anything sweet in the house?
Sylvia: I threw it all out. According to my weight chart, I should be 7 foot 1.
Val: Why don't you try to solve your problems the way normal people do? Without food.
Fran: [looks at Sylvia] You wanna try it?

Marsha: Boy, this butler is a real Buttinsky!

C.C. Babcock: [about having failed to get along with Maxwell's children] All I wanted to do was have the children like me. I try so hard to be loving and sensitive and fun.
Robby: [Comes carrying 3 balls] I can also juggle.
C.C. Babcock: Beat it you untalented little troll!
[Robby runs away]
Fran: You are a regular Mister Rogers.

Maxwell: [to C.C. Babcock] You can fix anything? C.C., there is a billboard in Time Squares that says "Boobcock!"

Mr. James Sheffield: Thanks for inviting me over son. It takes a big man to do that.
Maxwell: [talking about Fran] Acually, it takes a woman with big hair!

The: Miss Fine.
Fran: Yes?
The: Do you have your attorney present?
Fran: [to Val, totally flustered] Oh, my attorney present, uh...
Fran: [to the judge] You know what. I'm not going to get him anything. Let's see how he does first.
The: [aside to the bailiff] Is this a competency hearing?

Fran: [Nanny Mueller brings the kids in wearing sailor suits] Well, if it isn't the Von Trapp family.

Fran: OK, it's true. Your father and I had a little tiff. But I don't want you kids to worry about it at all. I mean, just because I spent the night at Ma's does not mean that we're going to be getting a divorce.
Grace: But then why did Daddy call his attorney?
Fran: [in a shocked tone] What?
Grace: Kidding!

Niles: [coming into the kitchen singing after Fran and Maxwell saw him and C.C. in bed together] I'm too sexy for my apron, too sexy for my bagel holder, too sexy for my sub-zero, too sexy...
Niles: [notices Fran and Maxwell] I, uh, I couldn't sleep. I was, uh...
Fran: Too sexy?

Chastity Claire 'C.C.' Babcock: [to Maxwell lovingly, to get him in a romantic mood] I don't know why, I just love weddings.
Niles: We all want what we can't have.

[Philippe is tutoring Brighton in French]
Philippe: [to Brighton] Say it as though you were speaking to an exquisite woman, huh?
Philippe: [passionately, with feeling] "Je t'adore. Je t'adore. Je t'adore." Huh? "Je t'adore."
Fran: [to Brighton] Honey, even I understood that. Go shut the door.

Chastity Claire 'C.C.' Babcock: Maxwell, I don't want to look a gift horse in the mouth...
Niles: Then don't floss in a mirror.

C.C. Babcock: [delighted Maxwell is angry with Fran] Let's not forget who's responsible for all this!
Maxwell: Your dog.
C.C. Babcock: [deflated] Right.

C.C.: [commenting on Fran's outfit and matching hat] Nanny Fine, a synthetic fur, how very P.C. of you
Fran: [confused] What?
C.C.: P.C. as in politically correct.
Fran: Oh well actually it's J.C. as in Penney.
[looks at C.C.'s blue jacket]
Fran: your outfit is nice too.
C.C.: Of course dear, it's an Adolfo.
Niles: As in Hitler.
[C.C. gives him a dirty look]

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

[Fran telephones Sylvia]
Sylvia: [picking up the telephone] Yes?
Fran: [excitedly] I'm getting married!
Sylvia: Sorry, Miss. You got the wrong number.

Fran: [she and Maxwell walk in on Yetta and Saul] Oh my God, Yetta!
Yetta: What a coincidence. Saul said the same thing not ten minutes ago.

Sylvia: Yetta! These aren't Fran's children! Fran doen't have any children! She's not married, SHE'S ALL ALONE!
Fran: Louder, Ma, I don't think they heard you IN URUGUAY!

[Niles is dancing bombastically and singing into his duster. CC enters unexpectedly]
Niles: You realize, of course, now I'm going to have to kill you.

Niles: [Fran's bought many gift for Maggie, Brighton and Grace] What did you do? Win the lottery?
Fran: I wish. More like rubber checks.
[Niles gives her a disapproving look]
Fran: Don't worry, I'm not gonna let them bounce. Tomorrow I'll get my Christmas bonus. Saturday and Sunday the banks are closed. Monday I'll make an instant deposit, and I've done my share to stimulate the economy.
Niles: Don't you have a credit card?
Fran: Not since my little run in with Edward Scissorhands at Macy's.

Niles: [dragging C.C. into the parlour] Come, come.
C.C. Babcock: Niles, what could be so damn important?
[he points to Leslie and Fran]
Fran,118896: [perfect unison] Hi!
C.C. Babcock: Good God, it's multiplying!

Fran: You're straight? Ugh, I can't believe this! Oh, this dress is going back!
[runs into her closet]
Fran: It's too slutty, even for me! When did you find out you were straight? Does your mother know? What'd she do, dress you in boy's clothes?
Kurt: Fran, come out of the closet.
Fran: No. You go back into the closet. I cannot believe I told you what I do for yeast infections. I bought Correctol in front of you. AAAARRRGGHH! You saw me without makeup on!

Maxwell: [working with C.C. in his office] We're never gonna find an actress for this part. Ann Miller part, Gwen Verdon part, Rube Keeler part.
[perplexed pause]
Maxwell: Away, I believe. What's she doing on this list?

Maxwell: [to C.C. and Niles about the Christmas holidays] I propose we shut up the office on the fifteenth. No one important is ever around for the holidays. You staying in town again, C.C.?

Fran: [to Max] But this is the rock world, you know, I mean it's way out of your sphere.
Maxwell: I'll have you know I was staging 'Happenings' on Carnaby Street while you were still scouring the semi-annual clearance sale at Toys 'R' Us. Does the word Donovan mean anything to you?
Fran: [excited] Oh, I loved him!
[sings and snaps fingers]
Fran: they call me Mellow Yellow...
Maxwell: Quite rightly!
[Maggie and Brighton appear to look bored]
Fran: [pondering] Meanwhile, explain to me Lucy In the Sky With Diamonds. 'The girl with colitis goes by'? I always thought that was very distasteful.
Maxwell: [correcting her about the song line] That's 'the girl with kaleidoscope eyes' Miss Fine.
Fran: [relieved] Oh! leave it to Flushing to turn a beautiful image into a bowel dysfunction.

[Niles goes to the kitchen, as he hears Yetta yelling]
Niles: Why is she yelling ''baby''?
C.C.: Oh, it's this whole stupid thing. Big secret.
Niles: [gasps, thinks that C.C. knows about Fran's pregnancy] You know the secret?
C.C.: [thinks Niles refers to Brighton lost] Yeah, yeah. ''Don't tell Maxwell about the kid''.
Niles: Miss Babcock, I can't hardly believe you're still standing after a bombshell like that.
C.C.: What bombshell? It's not that a big deal.
Niles: You don't see Fran's pregnancy as the final nail in your coffin?
[C.C. puts a surprised face as the camera makes a close-up of her, giving it a real drama tone]
C.C.: [whispers] Nanny Fine is... p-p-p-pregnant?
Niles: That wasn't your secret?
C.C.: No!
[the same thing happens with Niles, just as he puts a ''oh, damn'' face, giving it the real drama tone]
C.C.: [feeling her world is collapsing] I can't believe that Fine's pregnant!
Niles: Now, Ms. Babcock, Fran hasn't told Mr. Sheffield yet, and if she finds out I blabbed, I lose my closest friend!
C.C.: [bursting out to sadness exaggeratedly] I have nothing to LIVE FOR!
Niles: Oh, please, don't tell her! Don't tell her! I'll be your slave!
C.C.: [recovers quickly from her short sadness] And now I do.

Betty: I just don't get how she got the part
Romeo: She must be sleeping with him.
Betty: I slept with the guy and I only got two lines.
Romeo: I got Romeo.

Sylvia: His in-laws have money, when you have that much, you can find out anything about anybody.
Fran: Oh my God, what could they find out about me, Val? I did a lot of stupid things, does that mean I remember them all?
Val: Well you did spend a night in jail, but they let you go once you proved it was just powdered sugar on your nostril.
Fran: Oh yeah.
Val: And in high school you spent a lot of time in the principal's office, does that really mean you're responsible for his divorce?
Fran: That's enough, Val.
Val: And remember the time you went to Alcapulco?
Sylvia: When were you in Alcapulco?
Fran: She means the restaurant, remember Ma, you sold the dip?
Sylvia: Oh yeah.

Fran: Mr Sheffield, look on the bright side. It could be me that's missing.
Maxwell: Oh, don't try to cheer me up!

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

Maxwell: [Maxwell's holding up a shoe] Did Chester leave you a little gift?
Maxwell: Shhhh. Ms. Fine. I think he meant for it to be a secret because he hid it UNDER MY DESK!
Fran: Well if I can scrape it out of your gym bag, you can certainly...
Fran: [notices his irritated and surprised expression] Oh. Is that... picture crooked over there?

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

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

Nurse: I have Ms. Sheffield's results, doctor.
Dr. Reynolds: Just as I suspected, your tiny little figure is going to remain intact.
Margaret: I'm not pregnant?
Dr. Reynolds: You're not pregnant.
Fran: Oh my God, are you lucky! Oh honey, I beg of you, remember how this felt. I know that you're old enough to make your own decisions but sweety, there just are some consequences I don't think you're ready for.

[C.C. has taken the kids to the zoo, where they repeatedly mention that they would rather be there with Fran]
Chastity Claire 'C.C.' Babcock: All day long it's, "Fran, Fran, Fran". If I hear the F-word one more time...

Niles: [walking into the kitchen, looking tired] Oh, I just could not get out of bed this morning.
Niles: [faking sympathy] Oh...
[back to usual Niles]
Niles: Some-one leave a big rock on your coffin again?

Chastity Claire 'C.C.' Babcock: They're fumigating my apartment.
Niles: They've tried that before. You always come back.

[Niles hands C.C. a glass of tomato juice]
Chastity Claire 'C.C.' Babcock: Just plain tomato juice? Don't you have anything hard?
Niles: Not for you.

Chastity Claire 'C.C.' Babcock: Niles, move it with the food. These society women are vultures. Where's the paté?
Niles: Why don't you just lie on the floor and let them peck at your liver?!

Chastity Claire 'C.C.' Babcock: Maxwell, I've bent over backwards to get the museum!
Niles: Well, it wouldn't be the first time.

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

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

Chastity Claire 'C.C.' Babcock: Maxwell, I can't believe you won't let me read your first novel. I've never been so insulted in my life.
Niles: You've never been so insulted? Well now, I'm insulted.

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

Maxwell: C.C., are you insane?! How could you tell our star she could be replaced?!
Chastity Claire 'C.C.' Babcock: Maxwell, anyone can be replaced.
Maxwell: Not Whoopi Goldberg in "A Night With Whoopi Goldberg".
Fran: Well, actually Sandy Duncan played Valerie Harper for years.

Fran: [about Brighton being elected class president] President Sheffield. He's a man of vision and a leader amongst men.
Brighton: [Proudly] Thank you!
Fran: [Pointing Brighton's trousers] Now zip your fly.

Maxwell: Miss Fine, how do you propose to pay for your trip to Alaska when you told me to lock all your credit cards up in the safe?
Fran: I'm sorry, I tuned out after you said 'propose'?

C.C. Babcock: Philippe and Nanny Fine are perfect for one another. You know how the French love a fine wine. Well now he can listen to one.
[mimicking Fran's nasal voice]
C.C. Babcock: 24 hours a day!
[laughs maniacally]
Niles: [to C.C] No sour grapes. You could have foreign men worship you too. Go to India, you'd be sacred.

Chastity Claire 'C.C.' Babcock: [enters kitchen] I haven't seen Maxwell in three days. I don't know why I bother coming over anymore.
[looks at Niles, awaiting an insult from him]
Chastity Claire 'C.C.' Babcock: Aren't you going to say anything obnoxious?
Niles: I wouldn't kick a dog when she's down.

Val: [about Fran's walk-in closet] Ah, what a walk-in! If it had a bathroom, you could sublet.
Fran: Did you smell the padded potpourri hangers?
Val: Please, I had to take an antihistamine.

Fran: You know B, I love how you look in those glasses.
Brighton: I'm really digging these glasses. I'm seeing some fine things that I've missed out on over the years.
[looking at Fran]
Brighton: How old *are* you?
Fran: Take those off, you look like Urkel!

Fran: Can you read my diet soda?
Libby: What do you think I am, a quack? Give me your palm.

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

Maxwell: [about an actress' false beauty mark] Can you imagine what would happen if word got out it were fake?
Fran: [believing Maxwell doesn't trust her to keep her mouth shut] Well, excuse me, but are you implying that I cannot keep this thing a secret?
Maxwell: [visibly annoyed] Oh come on Miss Fine, the only secret safe with you is your age! Barry Scheck and a whole drum of Sodium Pentothal couldn't drag that out!
Fran: [insulted] Look, I find it very hurtful that you think that I have nothing better to do than to pass idle gossip.

Maxwell: Where's Brighton?
Grace: Um, looking for Yetta.
Maxwell: Where's Yetta?
Grace: Looking for Brighton.
Maxwell: If you knew that they were looking for each other, why didn't you just tell them?
Grace: More fun for me?

Chastity Claire 'C.C.' Babcock: [sitting on the jury between Fran Fine and some guy who told her something inappropriate] I am the meat in an idiot sandwich!

Maxwell: I assure you Miss Fine, I am not jealous.
Fran: Denial.
Maxwell: I am not in denial.
Fran: Denying denial.

Max: Niles, I don't know what the woman wants anymore! What am I supposed to do?
Niles: May I speak freely, sir?
Max: Yes, of course old boy.
Niles: [with rising irritation as he speaks, making Max back up] I am so bloody sick of hearing this year after year! 'Niles, what am I to do?', 'I told her I loved her!' 'I took it back!', 'I'm afraid of commitment', 'I'm worried about the children'
Niles: [Max has fallen onto the office couch. Niles hauls him up by the lapels] For God's sake, MAKE A MOVE! DO SOMETHING! YOU PASSED ON 'CATS', DO YOU WANT TO REGRET THIS FOR THE REST OF YOUR LIFE TOO?
[lets him fall back onto the couch, stunned]
C.C.: [storms out and meets C.C. in the hall] What's going on in there?
Niles: Oh, I have had it! I am trying to convince him to give up on Miss Fine and move on with his life!
C.C.: [barges into the office] I AGREE WITH NILES! WHAT ARE YOU WAITING FOR? JUST DO IT, DO IT, DO IT!
[Niles walks away smugly]

Philippe: Je t'adore.
Fran: Okay.
[goes to the door]
Fran: The man is obsessed with shutting the door.

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

Fran: - I'm glad you're here because I really need a woman to talk to.
C.C.: [Niles is silent. C.C. turns to Niles] Well, aren't you going to say anything?
Niles: What? You mean because she said that, you thought I was going to say something about you not being a woman?
[pause]
Niles: That is beneath me, sir.

Fran: [about her Uncle Jack] Jack was always trying to one up my mother. We bought a Skylark, he bought an Eldorado. We moved to Flushing. He moved to Florida. I'm telling you, she could never win... Oh, yeah, once. She grew a moustache before him.

Val: Are you hanging up stockings?
Fran: No, I thought we'd use a pair of my Hanes because then we get doubles.

Maxwell: Do you know who you are speaking to?
Fran: Yeah, I'm speaking to the guy that if he doesn't take back what he just said, he's going to be looking for a nanny.
Maxwell: I've been looking for one for the last three bloody years.

Stewart: I suppose I have to show my face at this Streisand thing.
Fran: [with excited rapid-fire delivery] Barbra Joan Streisand, born April 24, 1942 to Manny and Diana Streisand of 457 Schenectady Avenue, Brooklyn?!
Stewart: I take it you are a fan.
Fran: Well, if you call turning your bedroom into a shrine, seeing all of her movies twenty-five times, paying two hundred dollars for a piece of chewing gum from the bottom of Barbra's shoe...
Maxwell: Is that what that framed thing in your room is?
Fran: Oh no, that's a sour ball that Elliott Gould spit out, but he was married to her at the time.

Fran: If you want my honest answer, yes, I think serving miniature franks at a bris is tasteless.

Uncle: [Fran pretends to be married with Mr. Sheffield] Fran, you don't think we'd go home before we met the lucky man.
Fran: You mean you wanna meet Mister Sheffield?
Uncle: You call your husband Mister Sheffield?
Fran: Oh, well, that's just a pet name. You know, Sheff, Sheffie.
Sylvia: Chef Boy-Ar-Dee...

Chastity Claire 'C.C.' Babcock: I'm being taken out tonight.
Niles: Oh, in that case, I'll open the drapes and give the gunman a cleaner shot.

C.C. Babcock: How was the dentist?
Maxwell: [Indistinct answer] ...
C.C. Babcock: I think you have a mouth full of cotton.
Maxwell: [Removing cotton pads from his mouth] Oh, right. Oh, I had to take this out when I got home.
[Handing them to Niles]
Maxwell: Niles...
Niles: Oh, goody! Five more of these and I'll have a sweater...

Margaret: So Sylvia, what did you and Morty do on your first anniversary?
Sylvia: We went to Puerto Rico.
Margaret: What about you, Yetta?
Yetta: We fled Poland.

[after she dropped her sandwich in the coffin]
Fran: My watch is caught on his zipper. Cover for me!
[a woman walks up]
Val: [to the approaching woman] Her watch is caught on his zipper.
Fran: [woman walks away] You know, you are like Rain Man without the math skills!

Charles: [C.C.'s pounding on the bathroom door] What's that?
Fran: Uh, the dog. We put her away because we didn't want her to ride your leg.
Niles: Yes, we should really see about having her fixed.

Maxwell: [discussing holiday plans with Niles] Why don't you take a nice vacation just for yourself?
Chastity Claire 'C.C.' Babcock: Oh please, the lost Marx brother Cheapo?

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

Fran: [Brighton has been caught smoking] Brighton, smoking. Where would you ever even get an idea like that?
Brighton: From you.
[Seeing a way out]
Brighton: Come to think of it.
Fran: Me?
Brighton: Bad, bad Lenny Brown.
Fran: What? Oh.
[Realizing]
Fran: Oy.
Brighton: So, uh, maybe we should just keep this our little secret.
Fran: Wait a minute. Are you trying to blackmail me?
Brighton: Let's just say, if I'm going down, you're going down with me.
Fran: Who are you? Edward G. Robinson?

Fran: Ma, I met this man at Danny's funeral.
Sylvia: Fabulous! He's Jewish?
Fran: Yeah, and a doctor.
Sylvia: Oh!
Fran: And he's gay.
Sylvia: So you seeing him again?

Fran: [In the park, talking with other nannies] I mean, who does she think she is criticizing my kids? They're happy, normal kids.
[to Grace]
Fran: Gracie, stop staring up at the sun.
Lupe: You know, last night I found Eduardo in bed with my sister. Twenty years I've given that man.
[Starts crying, speaking Spanish]
Fran: Lupe, Lupe, Lupe, we dealt with your problems last week. Can I get a little support here? Meanwhile, that Mueller's got those kids dressed like Huey, Louie and Dewey. And she's got the nerve to want me to wear a uniform. Like I'd be caught dead in one of those.
[the other nannies give her a dirty look, showing they all wear a uniform]
Fran: Well, on you guys it looks great... And I guess those hairy legs are a big hit in Europe, too.
[the nannies quickly close their coats, still glaring at Fran]

Fran: [Fran has eaten an outrageous amount of spicy wasabe and is now speaking in a low, non-nasal tone] Boy, that mustard really clears up the nasal passages. I like it!
[In normal, nasal voice]
Fran: I wonder how long it's gonna last.

Fran: I think Niles might be a murderer!
Chastity Claire 'C.C.' Babcock: Nanny Fine, Niles would never kill anyone, then he'd make a mess and he'd have to clean it up.

Fran: Ma, Mr. Sheffield and I aren't even married!
Sylvia: Are you living together?
Fran: Yes.
Sylvia: Are you raising his kids?
Fran: Yes.
Sylvia: Are you having sex?
Fran: No.
Sylvia: Then you're married!

Mr. Sheffield: He can't make you happy.
Fran: I don't wanna be happy. I wanna be married!

Max: If I found a woman who loved my children, could make me laugh and that I found attractive, well, I'd never let her go.
[puts his arm around Fran's shoulders and gets his watch caught on her]
Fran: Oh, we're stuck on each other.

C.C. Babcock: [Maxwell rushes to help Fran getting back her grand-mother's watch from the pawn shop and leaves C.C. awaiting for their delayed flight in the airport. Standing next to her is a man in a Santa suit ringing a bell] Maxwell, what if you miss the plane? What about all those poor unfortunate people who are counting on us?
[Bell ringing]
C.C. Babcock: If you ring that bell one more time, I'll ring your neck...
[seeing she's gone too far, smiles apologetically]
C.C. Babcock: Santa.

Chastity Claire 'C.C.' Babcock: [about Fran's attire] I wouldn't be caught dead in that dress.
Niles: You'd have to be dead six months to fit into it.

Maxwell: Oh Miss Fine, there's nothing to be ashamed of. The human body is a beautiful thing.
Fran: Uh-huh. Well, I could have had that body too had I cashed in my Israeli bonds.
Chastity Claire 'C.C.' Babcock: Don't look at me, I wanted to do "Twelve Angry Men".
Niles: Mm, but they didn't want to do you.

Fran: Niles, I'm telling you, be it Great Britain or Great Neck, women in love are all the same. When I was engaged to Danny...
Niles: [suspiciously] Hmm.
Fran: ...all right, pre-engaged. I knew his favorite song, his favorite food, his favorite back wax. I didn't miss a thing, except that little affair with Heather Biblow.
Niles: Well, now you know his favorite hobby.

Grace: I wrote you a poem, Fran.
Fran: You did?
Grace: [reciting] "F is for the fun we have together, R is for the rummy that we play. A is for the answers to my questions, and N is for the nasal things you say."
Fran: [in her most nasal voice] Ahhhhhhhhhhhhhhhhhhhhhh!

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

Maxwell: [about a party Fran threw] I specifically said no parties.
Fran: Well, technically, you told Maggie no parties.
Maxwell: Don't you start with the semantics.
Fran: Oh, so now you're going to fire me because you're anti-semantic?

Maxwell: [upon seeing Fran dressed in a nun's habit] You will just buy anything at a sale, won't you?!

Maxwell: [the power goes out in the elevator] Miss Fine, what're you doing?
Fran: I'm looking for the emergency phone!
Maxwell: *That's* not it.
Fran: Oh! Then I should probably quit talking into it.

C.C.: I find I can catch more flies with honey.
Niles: I always thought your tongue darted out.

Maxwell: [asking Fran to join him for a game of tennis] So Miss Fine, are you ready to play with me?
Fran: You bet! and when we're done, how about a little tennis?

Maxwell: Jocelyn. Nigel. I'd like you to meet my business partner, Miss C.C. Babcock.
Chastity Claire 'C.C.' Babcock: Actually, I'm more like part of the family.
Niles: Yes. We keep putting her out at night, and she keeps finding her way back.

Philippe: One thing a Frenchman can spot a mile away is a cuckold.
Maxwell: Oh really? You know, I would have thought that would have been a plate of stinky cheese!
Philippe: Limey!
Maxwell: Frog!
Philippe: The only good thing to come out of your country is Andrew Lloyd Webber!
Fran: [Fran gets in between them to prevent a fight] Hey! Hey! Hey! You know, I had a dream like this once.

Fran: Ma, I hope you fake it better with Daddy?
Sylvia: I was his first. What would he know?

Margaret: [watching Royal Flush] What happens to the cute little one?
Grace: She gets a breast reduction and goes to Yale.

Chastity Claire 'C.C.' Babcock: [about Maxwell] What's he doing in London?
Niles: One would hope Miss Fine.

Maxwell: [to C.C.] God, how could you cause me such consternation?!
Fran: Well, I think it's the banana bran muffins myself. I mean, banana, bran - your colon's confused.

Fran: [to C.C] You went to finishing school. I had trouble finishing school.

Fran: I saw the list. You explain Secure Alibi.
Niles: That was the title.
Fran: What about the morgue?
Niles: I was doing research.
Fran: Well what about the bananas?
Niles: I was making a pie!
Fran: ...Well where is it?
Niles: Your mother was here.

Fran: I'm your granddaughter, Fran.
Yetta: Oh Franny, nice to meet you.
Fran: One nice thing about senility, you're always meeting new people.

Fran: [about Fran's lawyer uncle] He's strictly pro bono.
Val: Really? Well I'm glad he's not representing me because I'm pro-Cher.

C.C.: I wouldn't be caught dead in that dress.
Niles: You'd have to be dead six months to fit in it.

Maxwell: [C.C. just said she'd love to spend more time with Maxwell and his kids] Well, tomorrow is Miss Fine's day off. We could go to the zoo.
C.C. Babcock: The zoo?
[Forces a smile]
C.C. Babcock: How marvelous... We'll be like one big happy family. You and me.
Maxwell: And the children.
C.C. Babcock: Oh, of course. That goes without saying.
Maxwell: C. C. , this is a side of you that's rather unexpected.
C.C. Babcock: Maxwell, I adore children. It's a natural thing. A female thing.
[Both walk of the house]
Niles: I hear some females eat their young.
[C.C. glares at him before he closes the door]

Fran: [singsong lullaby to the mystery guest] Lullaby, and goodnight... you're too short to be Candice Bergen, la la la, la la la,
[pulls down blanket]
Fran: rule out Dolly Parton too!

Fran: Are you two here on vacation?
Niles: [pointing to Fran] Oh no, we're here spying on her husband who's having an affair with my girlfriend.
Fran: [about her television show] Oh, we did that very same story this season.
Fran: Really?! I didn't see that. When was it on?
Fran: Now! Don't forget to watch the series finale next week.
Fran: Oh, I wouldn't miss it for the world, unless of course that's the night I'm having my twins.

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

[Fran and Val borrow a film line when discussing Maxwell.]
Fran: He's handsome. He's young. Alright, he's forty-two, but he's a nice man, a good catch. True?
Val: True.

Maxwell: They think you're an unfit mother.
Fran: Unfit?! I'm in the best shape of my life.

Mr. Sheffield: Can you keep a secret?
Niles: Well, I'm good until I meet the next person.

Pauly the Pawnbroker: [In Pauly's paw shop] What you got? Something I can unload? A VCR? A nice semi-automatic weapon?
Fran: Pauly, don't you know a valuable antique when you see it? This one here is practically
[pauses trying to find some classy adjective]
Fran: Elizabethan!
Pauly the Pawnbroker: Elizabeth Taylor?
Fran: No. Liz the queen.
Pauly the Pawnbroker: Uh, no can do. If you said Elizabeth Montgomery, you know "Bewitched", then I can do it.
Val: Oh, Paulie, will you please buy the vase? The woman owes the world. She's desperate. We'll take anything.
Fran: And that, Val, is why you cannot find a partner for Bridge.

Maxwell: Well, look, it was a very important night for me. You're very important to me. Ergo, I wanted you there.
Fran: 'Ergo'? Who's Ergo?

Sylvia: If you leave, I'm going to throw myself in the Hudson River.
Fran: Ma, flooding New Jersey is not going to solve anything.

Brighton: [Fran is helping Brighton study for an exam] I don't need to be a genius. I'm gonna be a producer, like Dad.
[Seeing his father glaring at him, Brighton looks around the room]
Brighton: Who said that?

[Niles is learning to cook Jewish food]
Fran: It takes a lot more to being Jewish than just cooking. There's a whole other wiener you gotta schnitzel, Mister.

Lambchop: [regarding Mr. Sheffield] Nice tush!

Maxwell: Miss Fine. I've made a decision.
Fran: Yeah.
Maxwell: I simply can't risk Margaret spending her whole winter vacation with that boy, so I'm sending her abroad.
Fran: A broad? You want her swinging that way?

Chastity Claire 'C.C.' Babcock: Nanny Fine, hearing you talk about Niles just makes me want to slam my head against a brick wall.
[hits her head against the shoulder of Fran's brick suit]

[Niles is trying to get into the Professional Butler's Association]
Niles: [about the association] I happen to come from a long line of butlers, each one a member, until my father, the butler to the Duke of Carlisle, accidentally knocked over a vase.
Fran: And for that they kicked him out?
Niles: He was wrestling naked with the Duchess at the time.

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

Chastity Claire 'C.C.' Babcock: [to the children] You know when I'm down in the dumps, what cheers me up?
Fran: [sarcastically under her breath] A fifth of scotch and a fresh pack of batteries?!

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

Niles: How's your pudding Miss Babcock?
Chastity Claire 'C.C.' Babcock: It's delicious, why?
Niles: [looks at the bottle of milk] Just as I thought, these expiration dates are meaningless.
[C.C. suddenly realizes what Niles meant and is shocked]

Charles: [proposing Fran, whom he thinks is C.C. that they finalize the deal together, without Maxwell Sheffield] You said you're the brains and he is just a pretty face in a blazer.
Fran: [stunned] I said that?
C.C. Babcock: [hiding in the closet, turns to Maxwell, hiding with her] I said you were pretty great, and a trailblazer.
[laughs nervously]
C.C. Babcock: Darned cellphones!

Sylvia: [loudly, outside] I wonder if Fran is home. I will go inside and see.
Everyone: Surprise!
Yetta: [at the kitchen door] Will you wait until she comes in?
Sylvia: [feigning surprise] A birthday party, I had no idea! Look at me!
[shows off her red sparkling dress]
Sylvia: We were on our way to see Shawshank Redemption!

Yetta: [about seeing Dr. Miller pick his nose] What's your shrink trying to do - pick his own brains?

Maxwell: [Attempting to enter a restaurant through a picket line] Ms. Fine, after you.
Maxwell: Mr. Sheffield, I can't go in there. My mother had three rules: Never make contact with a public toilet; never, ever, ever cross a picket line. What was the third one? Oh, yeah, never wear musk oil to the zoo.
Maxwell: Ms. Fine, you're embarrassing me. Now come along.

Showgirl: What do you want to be when you grow up?
Brighton: A halter top.

C.C.: Me marry you? Please. You are a pathetic excuse for a man.
Niles: DITTO! But at least I know when to move on. You are going to spend the rest of your life pining for a man who doesn't love you, and has married a woman half your age.
Fran: Oh Niles, please don't go!
Niles: Look around you. They're married. They're starting a family. Where are you going to be ten, twenty years from now? You're going to be saying 'Merry Christmas!' to your friends in rehab and wondering what might have been!
[to Maxwell]
Niles: I'll be leaving first thing in the morning, sir.
[goes up the stairs]
C.C.: [visibly shaken] My god, he's right. The best years of my life are gone. And they sucked.

Niles: Handcuffs, Miss Fine?
Fran: He was a cop. I was arrested last night!
Niles: Really? I was a pirate. I had to walk the plank.
Fran: I'm serious. It was horrible! I had to spend the night in jail! Of course, I did meet a lovely girl named Sparkle Plenty. She charges twenty bucks to come to her party too.
Niles: Why didn't you call?
Fran: Well, I did. I guess somebody was too busy shivering his timber!

C.C. Babcock: [in a motorized wheelchair going in circles] Niles it's stuck, do something!
Niles: Oh alright, let me get the manual.
Maxwell: Niles, are you busy?
Niles: [tosses the manual] Free as a bird sir.

Fran: Cousin Marty was an idiot.
Sylvia: Although, he could look up in the sky and tell you which pigeon was gonna poop on him.
Fran: Yeah, but did he move? No!

Fran: Come on, kids, Royal Flush is on!
Grace: I wanted to see Full House.
Fran: No sweetie, royal flush beats a full house every time.

Maxwell: [Maxwell doesn't want to let Maggie go on a date with a boy] Miss Fine, you see the position you've put me in. Now you're the good guy, and I'm the ogre who won't let his daughter go to the ball.
Fran: Oh, nobody thinks of it that way.
[pause]
Fran: I mean, maybe the word ogre was mentioned. You can't shelter her forever. I mean, boys will come knocking, and if you don't let 'em in the front door, she is gonna start sneaking out the window. I have seen it a hundred times. Take Teresa Palelly...
Maxwell: Teresa Palelly the casting director?
Fran: You know her?
Maxwell: Well, I've used her.
Fran: And the legend lives on.

Maxwell: [as he enters Fran's bedroom] Ah, Miss Fine, do you have a moment. I hope I'm not intruding.
Fran: Sure, come on in. My house is your house. Oh yeah, it is.

C.C. Babcock: [about Maxwell's relationship with Leslie] Well, I think it's very distasteful of Maxwell to be dating so soon. Isn't a decade the standard period of mourning?
Niles: Die and let's find out.

Dr. Frankie Cresitelli: [Explaining why Fran ballooned 4 sizes bigger] This reaction happens sometimes with cortisone, prednisone... Toblerone!
Sylvia: Doctor, I have an enlarged daughter... DO SOMETHING!

Maxwell: Miss Fine. What is Dr. Joyce Brothers doing in my sitting room?
Fran: Well, if you must know, she's here to decide if me or Miss Babcock is more right for you, not that it's any of your business.

Sylvia: I've got a tongue in the freezer.
Brighton: [to Fran] What did she say?

Brighton: Niles, this steak is a little tough.
Niles: So is life... and then you die.

Sylvia: Darling, do you remember when we went to the Doral Hotel in Miami Beach...
Fran: Yeah.
Sylvia: ...and I went to the pool bar wearing a string bikini. Do you know why people were laughing behind my back?
Fran: Because that was the view that was funny?

Maxwell: [Fran is all smiles and sits on the desk where Max's notes are] You're sitting on John Malkovich.
Fran: I don't hear him complaining.
[still smiling]

Juror: You like a sensitive guy?
Chastity Claire 'C.C.' Babcock: Yes. I used to be one.

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

C.C.: [Talking about Maxwell] Have you ever seen him in a swimsuit?
Fran: No! But I've seen him naked, does that count?

Fran: [hands Niles the soiled shoe] Here you go, Niles. I'll get the door.
Niles: So this means Mr. Sheffield is in his stocking feet. And I have yet to clean up Chester's other little deposit in the...
Maxwell: NILES!
Niles: Hall.

Maxwell: [looking at Fran's resume] Miss Fine, you seem to have listed the Queen Mother as a reference?
Fran: What? Let me see that.
[walks over to look at what she wrote]
Fran: Oh, no, that's not the Queen Mother. That's my mother from Queen's.

Fran: Niles, who does my sister look like?
Niles: [tentatively, as he doesn't want to be rude] Uh, your mother?
Fran: Niles! Doesn't she feel bad enough?
[Fran audibly whispers the name "Farrah Fawcett" in Niles ear]
Niles: A pair of faucets?
Fran: Farrah Fawcett!

Fran: My husband told me I have to butt out, but I can't butt out until I butt in! It's a whole hokey-pokey syndrome.

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

Chastity Claire 'C.C.' Babcock: Maxwell, your bad relationship with your mother is your own fault. I find I catch more flies with honey.
Niles: [standing between C.C. and Maxwell, turns to C.C] I always thought your tongue darted out.

Maxwell: [after Niles addresses Saul] Niles, you knew about this.
Niles: Yes sir. As it so happens, my room is directly beneath theirs.
Niles: [addressing Yetta and Saul] Bravo.

Steve: [to Fran] Did your husband make other arrangements?
Sylvia: [rushing to answer] She doesn't have a husband.
Steve: I'm sorry. Did he pass on?
Fran: First, he should only pass by.

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

Fran: Oh, excuse me. I need a doctor.
Nurse: What are your symptoms?
Fran: I'm thirty and single.
[Fran and the nurse laugh about the joke]
Nurse: That's funny. Thirty.

Brighton: He never has time for us.
Grace: Maybe Daddy's seeing other children!
Fran: Let's not be paranoid.
Grace: I'm not paranoid... who said I was?

Fran: [Noticing a picket line in front of a restaurant] Wait a minute, are the bus boys on strike?
C.C. Babcock: Oh my God, those poor people! Who's gonna clear their tables?

Fran: Hey, yo, whoa!

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

Brighton: [about a beautiful woman who just walked by] Oh, now *that's* a real woman.
Fran: Not the parts you're looking at, honey.

Niles: [C.C. walks to a mirror and looks in it] Mirror mirror on the wall, why must I look like Charles de Gaulle?

Maxwell: [Fran's messed up again, putting his production and Bette's charity in trouble] I just hope Bette Midler's charity is smart enough to cash that check fast.
Fran: Well, look. He's not going to take it out on the whole show business community just because I made one itty bitty mistake.
Bette: [behind Fran with an icy look and very menacingly] Don't bet the kibbutz, bube!

Chastity Claire 'C.C.' Babcock: [sternly] What do I have to do to get some milk for my coffee?
Niles: Hover over a bucket.

Sylvia: Ma, when you told us that you were engaged, you neglected to tell us that he was black!
Yetta: [to Sammy] You're black? No wonder.

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

Maxwell: Please, Miss Fine! We're in your mother's house!
Fran: So? The couch has protection!

Blake: [upon meeting Mr. Sheffield] Maxwell Sheffield!
[excitedly]
Blake: I was in one of your revivals!
[sings Seventy-Six Trombones]
Blake: 'Seventy-six trombones led the big parade, with a hundred and ten cornets close at hand... ' that's where I met Kent.

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

Rosie: [reading a letter] I choose not to breast feed but my husband says I should. What do you think?
Fran: Well that depends, you got any children?

Sylvia: [upon entering the Sheffield kitchen] Surprise! I got a pecan coffee cake.
Fran: What's the surprise, Ma: you brought it all the way here and it arrived whole?

Chastity Claire 'C.C.' Babcock: Now, what would I look really great in?
Niles: A sealed mausoleum.

Fran: Question. When they shot Bambi's mother, did you find that a sad moment... at all?
C.C.: I'm sure she's mounted on a nice wall in a fine home somewhere.

[C.C. sees Maxwell's new girlfriend who is just like Fran]
C.C.: Good God. It's multiplying.

IRS: George Burns.
Fran: Oh, great!
IRS: You know, I got into Heaven, and um, I saw God and He wasn't feeling well. He sneezed; well I didn't know what to say.

Frank Bradley Jr.: [seeing Chester] That dog's ugly. It's got beady little eyes and a pointy little nose
[scoffs and points towards C.C]
Frank Bradley Jr.: it looks like her.
Niles: They're from the same litter.

Brighton: [about a favor Fran helped him with] Oh, by the way, how can I thank you for getting Dad to say yes.
Fran: [holding up the ring finger on her left hand] Get your Dad to say 'yes'.

Chastity Claire 'C.C.' Babcock: [walks into Maxwell's office with her dog] Maxwell, I am sorry I'm late. I had to pack a bag, they're fumigating my apartment.
Niles: They've tried that before, you always come back.
Chastity Claire 'C.C.' Babcock: [ignoring Niles] Anyway, it's very difficult to find a hotel that will accept dogs.
Niles: Did you promise you wouldn't hump the bellboy's leg?

[the entire Sheffield household has descended on Sylvia's apartment unexpectedly]
Sylvia: [to Fran] You couldn't call to tell a person that you're coming. I would have Windexed the couch.

[Fran has stood Maxwell up at the altar, and he's come looking for her to find out why]
Fran: Jocelyn and Lester are getting a divorce.
Maxwell: What's that to do with us?
Fran: Their marriage didn't work because they're from two different worlds just like us. I mean you're the sophisticated classy Jocelyn, and I'm Lester, the poor schlub who works for you.
Maxwell: Oh, come on darling, you never really work.

[the doorbell rings at the Sheffield mansion]
Fran: Oh, that's Val. You know, it's her first time to the mansion and she's my best friend, so I just want her to drop dead.
Niles: How thoughtful. I'll leave, you pose.
[as Niles gets and opens the door, Fran strikes a pose for Val]
Val: [with a look of amazement on her face as she enters the mansion] I'm droppin' dead.
Niles: [to Fran] Mission accomplished.

Alex: [during Final Jeopardy] Fran?
Fran: Well, my mother and I were on our way to Israel on El Al, and who was sitting next to us but Diana Kind, a.k.a. Barbara Streisand's mother, in *coach* - they got a lot of unresolved issues, those two - on her way to see the pyramids in Giza...
Alex: So your response is Giza?
Fran: No, Mr. In-a-Hurry. But talking about Streisand and Egypt reminded me of Omar Sharif who, according to my Funny Girl trivia book, was *not* the first actor cast in the role of Nicky Arnstein, but was born in...
Alex: MISS FINE!
Fran: [shouting] What is Alexandria?
Alex: [shocked] That's right.

C.C.: I couldn't put a foot out of bed this morning.
Niles: Did someone put a rock on your coffin again?

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

Chastity Claire 'C.C.' Babcock: So tell me Rochester. What'd you do to kill an afternoon before I came along?
Niles: Well, truth be told, my life was rather empty.
Niles: [smiles at C.C] But now I have a hobby.

C.C.: What's Maxwell doing in London?
Niles: One would hope, Miss Fine.

Grace: I don't wanna go to the zoo. I had nightmares about fangs and claws and snarling.
Fran: Gracie, they keep the animals in cages.
Brighton: She's talking about C. C.
Fran: [to Mr. Sheffield] Oh, come on. Stop being such a big fat baby. You got a toothache, you go to a dentist.
Maxwell: I don't have a toothache. Just slept on it wrong.
Fran: Who sleeps on a tooth? Unless you're waiting for a fairy. Now open up, let me take a look.
Maxwell: Miss Fine, it's my mouth. I reserve the right to keep it shut. An option you might consider from time to time.
Fran: All right, but what are you gonna do when all your teeth fall out?
Niles: [Whispering to Fran] I assume I'll me masticating for him.
Fran: [Quietly] I hope you get time and half for that one.

Fran: [entering kitchen, somewhat flustered] How do you become a full-fledged moron by 12?
Chastity Claire 'C.C.' Babcock: [curious] Who are you talking about?
Fran: [referring to Jack, the child star] Oh, that Walker kid. The eighth dwarf; Horny.
Chastity Claire 'C.C.' Babcock: [misunderstanding Fran] I love Johnnie Walker... I mean Jack Daniels... I mean Jack Walker.
Niles: [to Fran about C.C] Ever since Rob Roy and Tom Collins left her it's all been a blur.

Maxwell: What have you got to say in your defense?
Brighton: I didn't inhale.
Maxwell: That is the most pathetically lame excuse in the world.

Niles: Happy Valentine's Day, sir. Did you decide what to get for Miss Fine?
Maxwell: Yes. Nothing.
Niles: Oh, you can't get her the same thing you got me.

C.C.: Nanny Fine, I need something at your mother's.
Fran: Oh, really. What?
C.C.: You!

Maxwell: Not a single woman at the party last night was interested in me.
[folds hands over his lap]
Fran: Well maybe *that* had something to do with it.
Maxwell: [looks towards his groin] Excuse me?
Fran: Your wedding ring!

Chastity Claire 'C.C.' Babcock: Looky Diamond Jim, I brought you some travel brochures. Don't worry, they're free. Let's see, windsurfing in St Bart's. Uh oh, twenty-five dollar equipment fee.
[tosses the brochure away]
Chastity Claire 'C.C.' Babcock: You know, if you flip one really fast it's like you're there.
Niles: Is that how you make your dates move? As it happens I've made travel plans.
Chastity Claire 'C.C.' Babcock: Oh? Which island did you decide on, Staten or Coney?
Niles: Actually, I can afford to make a lovely trip. I sold a gaudy pair of gold cufflinks Mr. Sheffield gave me. One treble clef, one bass clef.
[shivers in disgust]
Chastity Claire 'C.C.' Babcock: I gave Maxwell those cufflinks for his birthday.
Niles: Oh. Well then thanks for the trip.

Maxwell: Niles, I'm beginning to think that hiring a door-to-door cosmetics salesgirl as a nanny was not my finest hour.
Niles: Although, your skin has never looked more supple.

[Fran's date, Jeffrey, is standing on a window ledge threatening to jump]
Fran: You want a sweet?
Jeffrey: Ah, no, no. Gotta watch my weight.
Fran: What's the matter - you afraid you're going to make a bigger hole?!

Fran: Oh, look, my old stewardess costume. For Halloween, I went as Karen Black from Airport '75.
[Crossing her eyes in an impersonation of Karen Black]
Fran: "Oh, my God, the pilot's been sucked out!"

[for a Christmas present, Maxwell has given Brighton a bicycle kit, the bicycle which Brighton has to build himself]
Margaret: [about a gift for Brighton] He really wanted Cindy Crawford.
Brighton: At least she's built.

Maxwell: [Niles is leaning against the dresser, staring into space, after a night of passion with Nanny Mueller] Niles, coffee.
Niles: [Exhausted voice] Oh, thank you, sir. I could use a cup.
[Realizing]
Niles: Oh, sorry.
Clara: Oh, good morning, everyone.
Fran: Morning.
Clara: Niles...
Niles: Nanny Mueller... How did you sleep?
Clara: Like a little baby. And you?
Niles: Quite well.
Maxwell: [Exasparated] I think we all slept very well.
Fran: Actually, I didn't. I kept hearing things that go bump in the night.
[Niles and Nanny Mueller stare nervously]
Clara: [Niles serves Nanny Mueller with coffee] Thank you, Niles. I'm famished.
Fran: [With a mischievous smile] The woman is insatiable.
[Nanny Mueller glances at her]
Clara: [Patronizingly] I see you're back at table, and out of uniform, Miss Fine. Maxwell, you might want a word with her.
Fran: [Imitating Nanny Mueller's German accent] I think he wants a word with you.
[Glaring at Nanny Mueller]
Fran: Mister Sheffield...
Clara: [Glaring at Fran] Maxwell...
Maxwell: Yes, well... Nanny your visit has been wonderful, but like all good things...
Clara: Oh, yes, Maxwell, I never been so happy since the day that you fell in the duck pond. I pull you out, I breathe life back into your little limp body. Oh... Now what you want to tell me?
Maxwell: Oh, uh, look at the time. I've got a tennis game. Excuse me.
Fran: Oh, Mister Sheffield...
[Holding a pack of tennis balls, smirking]
Fran: you forgot your balls..

Wife: 'Get out?' Is that what you want? Out?
Husband: Yes, I want out.
Wife: Well, forget it. You're in. Forever!
Husband: Okay.

C.C. Babcock: [after saying she watched Lost in Space as a kid] Oh, but I'm dating myself.
Niles: That's pathetic! Even you can do better than you!

Fran: [when she holds a Russian immigrant's baby on the subway] You see, kids, one simple act of kindness and already the world is a better place.
[the Russian woman talks in Russian to her kids]
Fran: This is America. She could speak English.

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

Jocelyn: I'd like you all to meet Nigel Waters, the Duke of Salisbury.
Fran: Oh, I love your steak.
Nigel: Thank you. Lord Worcestershire and I get together every Sunday for a barbecue.
Maxwell: And the Earl of Sandwich pops by for leftovers.

[C.C. mocks Fran attempt to make seniors lives happier by bringing Grace's Red Robin troop for a visit]
Fran: [to C.C] Well, how would you feel if you were alone and forgotten without any friends?
Fran: [apologetically] Oh, bad example.

Maggie: [On her first date with Eddie] So how do you think it's going?
Fran: Nice. Very nice.
Maggie: So, you don't think I'm being too quiet?
Fran: Oh, you know, let me give you a little bit of advice. Remember when Eddie came to the house and you said, 'Hello'?
Maggie: Uh-huh.
Fran: That was good. Elaborate on that.

Niles: [hands Maxwell the telephone] It's Miss Babcock for you, sir.
Maxwell: [taking it from him and walking out of the room] Oh, thank you, Niles. I'll take her in the library.
Niles: [to Fran] Miss Babcock loves to be taken in the library.

Fran: [about Maxwell's wellies] What happened? You're normally so G. Q. Now suddenly you're the Gordon's fisherman?
Maxwell: Miss Fine, I did not hire you as my fashion consultant, I hired you to take care of the children.
Fran: Well, it's my day off. I fashion consult on the side. Your son was just elected class president. Don't be an embarrassment to him on his first day. Who are you, Billy Carter?

Sylvia: [to Uncle Jack] Huh? Jack? Is this a palace? She's living like Siegfried and Roy.

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

Fran: I thought you told Maggie to "go for it."
Yetta: That's not Maggie?
Fran: No, that's Grace!
Yetta: Now I'm confused...
Fran: Grace is the little one, Schmooie is the boy, the tall one is Maggie.
Yetta: What, hot pants? Tell her to go for it? What am I, senile? Your husband would kick me out of the house!

Chastity Claire 'C.C.' Babcock: I loathe you.
Niles: I despise you.
Chastity Claire 'C.C.' Babcock: Servant.
Niles: Trollop.
Chastity Claire 'C.C.' Babcock: Bellboy.
Niles: Brunette.
[they start kissing passionately]

C.C. Babcock: I just don't understand why Maxwell would ask Nanny Fine on a date! I should be going to Elton John's dinner, not her. I am the one with sophistication! I am the one with savvy! Why would he pick her over me?
Niles: HE DOESN'T LIKE YOU!
C.C. Babcock: WHY? What am I doing wrong?
Niles: Well, for one thing, you've known him for 25 years or half your life and you don't even know the names of his children!

Maxwell: I'm going to ask Fran to sign a pre-nuptial agreement.
Niles: Why don't you just walk around downtown Iraq dressed as Uncle Sam?! It'll be quicker.

C.C. Babcock: I've got to hurry home and get on the internet. I met the most fabulous man online.
Fran: Oh? What's his name?
C.C. Babcock: I don't know. We go by screen names. His is Porschepuppy.
Brighton: [just coming into the conversation] YOU'RE goodandplenty?
C.C. Babcock: [sitting down on the stairs] I am so embarrassed! The things I said. The things he said... you know, he's got quite a vocabulary for a fifteen year old.
Niles: Oh cheer up. You should be happy someone's still interested in those old floppy disks.

Chastity Claire 'C.C.' Babcock: Come on, Niles, tell me or I'll just die.
Niles: You say it, but you don't mean it.

Doctor: I'm afraid I'm going to have to take those tonsils out.
Fran: Well, unless you're talking about dinner and dancing, they're not interested.

Maxwell: [after Niles raided the fridge] Niles, you've got an armful of toppings there, don't you need something to put all that on?
Niles: [referring to Miss Babcock] I have something in my room.

Grandma: [to C.C. after remarking on how beautiful she is] I don't understand. Are you single by choice?
Niles: Yes, but not hers.

Maggie: [about her first ever date] It was terrible. I didn't have anything to say. I sat there like a lump.
Brighton: Well, so do mashed potatoes, and everybody likes them.

Sylvia: [talking to Fran about wall decor] Could you not vomit looking at this?
Yetta: [sarcastically] Oh and this is hip!
Sylvia: At least it's more appetizing!
Yetta: [sarcastically] Yeah, you need more appetite!

Niles: [dressed in a sheer gown, acting as a sewing dummy for C.C] Oh, Miss Midler! I'm one of your biggest fans.
Bette: [laughing] That's a shocker!

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

Maxwell: [in a police station] C.C., you could show some concern for Miss Fine.
C.C. Babcock: Maxwell, my concern is for you. Before Nanny Fine entered our lives we never had to step foot in a place like this.
The: C.C.? Girlfriend! Gotcha again, huh?
C.C. Babcock: You must have me confused for someone else.
[to Maxwell]
C.C. Babcock: I've never seen this person before in my life.
The: Oh is that your game? It's cool. Just stay off Second Avenue. Leon's looking for you.
[walks away]
C.C. Babcock: Maxwell, I swear!
Niles: [cut to Niles handing money to the hooker] Here you go.
The: How'd you like it, sugar?
Niles: Oh, it was so good I could do it again and again and again.

Fran: Yetta! You promised you'd stop smoking!
Grandma: She also promised not to eat anything gassy before we left.
Yetta: Meanwhile, did you get a seat on the Express Bus?

Fran: [has no top on, just a bra] I got a news flash for you. Kurt is a flaming heterosexual. Not a bad little kisser, either. All right, while you're here, tell me. Should I take this back?
[holds up a sparkly top]
Maxwell: Uh, I think you should put it on.
Fran: Nah, I already had it on. It flattens out my br...
[noticing she's in her bra and screams]
Fran: Mr. Sheffield! Why didn't you say anything?
Maxwell: Well, I, uh, I didn't notice!
Fran: You didn't? You know, I'm beginning to wonder about you too!

Maxwell: [about a charity auction they're organizing] Good idea, C.C., putting Tom at our table.
Fran: [overhearing] So who's Tom, and does he have a Cruise, Hanks or Selleck after his name?
Maxwell: Rosenstein.
Fran: Does he have a Dr. before it?
Maxwell: He happens to be one of the richest men in New York, and if shmoozed properly will be investing five million dollars in our next show.
Fran: Wow. Never mind what he's got in front or after his name. Does he have an "and Mrs." anywhere near it?

Grace: [Maxwell is incredibly hung over] Daddy, are you sick?
Maxwell: No, no. I'm not sick. I'm fine, Margaret.
Fran: That's Gracie.
Maxwell: Oh.
[aside, to Fran]
Maxwell: When did we have her?
Fran: Never mind when we had her, when can we start making another one?

[Maxwell and Niles are arguing about their respective masculinity]
Niles: I assure you, I am the most masculine one in this room...
[C.C. walks in]
Niles: ...until now.

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

Maxwell: [after discovering Chester ate Lamb Chop] What do you want me to say, Miss Fine? I mean, my movie career is over before it even started.
Fran: Oh, Mr Sheffield, let's not be naysayers.
Maxwell: He ate the bloody star!

Maxwell: Miss Fine, when are you going to forgive me for this?
Fran: Well, I'll give you a little hint. It begins with an N and ends with an A.
[Maxwell has a look of total confusion]
Fran: Ne-va!

Andrea: My mother says my voice is a gift.
Maxwell: Well, return it.

Fran: When did you start smoking again?
C.C.: Somewhere between "I" & "do"

Marsha: So, where are your kids? I wanna meet your kids. Or, should I say, his kids. 'cause... you know... they're not the fruit of your womb.
Fran: Yeah, that's why this womb could still wear a bikini.

Fran: [dressed as a man] I can't stand a man who pretends to be something that he's not!

Niles: [entering the room and seeing her massaging Maxwell's shoulders] Sorry to interrupt, sir. I see you're working hard as always, Miss Babcock.
C.C. Babcock: [curtly] The theater always been a passion of mine.
Niles: [smirking] Hmm, I can't wait to see what you'll be mounting next.
[C.C. gives him a dirty look]

Fran: [about Maxwell wanting to celebrate Christmas one day earlier] He's moving Christmas? You can do that?
Niles: They do it for Washington's birthday.
Fran: Well, I never got that either. I mean, you go to all that trouble fathering a nation and before you know it, you're sharing the third Monday in February with Lincoln and a white sale.

Chastity Claire 'C.C.' Babcock: Where do you stash your cash?
Niles: Somewhere you'll never get near.
Chastity Claire 'C.C.' Babcock: Oh. Your mattress.
Niles: [pointing to Maxwell] No. His.

Fran: [opens Maggie's homemade present which is a big material sunflower] Ahhhhhhhhhhhhhh...
Margaret: It's a pajama holder.
Fran: Ahhhh! And I don't already have one.
Niles: Because you don't wear pajamas.
Fran: You have just dusted your last keyhole, mister.

Sylvia: I gotta go now. I got a very important thing to take care of before dinner.
Fran: What?
Sylvia: Lunch.

C.C.: Me and Max have rented a cottage right by the lake.
Niles: How convenient, Sir, should you choose to drown yourself.

Fran: [Entering her parents' storage room] Oh, wow, look at all these memories... Ma could never throw anything of mine away.
Sylvia: Darling, get all your crap out of here. I'm converting the storage room into a den for your father.
Fran: Ma, this is a den by you? Why don't you just strap him to the wall and slap an iron mask on his face?
Sylvia: You kids, we're not into that.

Niles: Did you just say that you told Miss Fine that you loved her?
Maxwell: [Mumbling] Mm-hmm.
Niles: And then you took it back?
Maxwell: [Mumbling] Mm-hmm.
Niles: THAT'S IT! THAT'S THE 'THING,' ISN'T IT? Oh, I could kick you in the seat of the pants!

Grace: [about her father having to work on Christmas day] He's never home for Christmas.
Maxwell: Oh now, Grace, we've been through all this. I'm gonna be raising money for children less fortunate than we are.
Brighton: Yeah, but keep laying the guilt. We'll get better presents.

[Fran realizes Philippe is a philanderer and shows him to the door]
Philippe: [at the threshold, on the outside looking at Fran inside] But chérie... je t'adore!
Fran: [Thinking, "Shut the Door"] My pleasure!
[slams the door on his face]

Fran: It also helps to unite against a common enemy... a good choice would be your P.E. teacher.
Margaret: You make it sound like a war.
Fran: It's worse. War is just hell. This is high school.

Fran: Oh, I'm the worst nanny in the world... All right, Rebecca De Morney, then me.

[C.C. and Fran are talking about Maxwell's attraction to Bobbi Flekman, who bears a strong physical resemblance to Fran]
Chastity Claire 'C.C.' Babcock: Don't you see, Bobbi Flekman is an amalgamation of the two of us. She is everything he is searching for in a woman.
Chastity Claire 'C.C.' Babcock: [pointing at herself] Beauty, brains, and...
Chastity Claire 'C.C.' Babcock: [pointing to Fran] ... a slut.
Fran: [in an offended tone] Hey!
Fran: [after thinking about it] You know, you may be onto something.

Sydney: [just after announcing she's a lesbian] Aren't you gay too?
Fran: [emphatically] Me? No!
Sydney: I just assumed. You're over thirty, never been married, there's no man in your life.
Fran: Oh, honey, I'm not gay. I'm just pathetic.

Niles: May I bring you a cold soda?
C.C.: [after not sleeping all night] Oh, okay, but make sure it's caffeine free.
Niles: Of course!
[takes a giant bottle of Coca-Cola out of the fridge and shakes it]

Chastity Claire 'C.C.' Babcock: Maxwell, I'm coming in and I have terrible news.
Niles: Isn't that redundant?

Fran: [after Sarah's parents catch Fran flashing Maxwell] Oh I am SO embarrassed!, but you know, she looked shocked but he gleamed at me a little.
Maxwell: Well I think I smoothed things over with them when I told them that my naked nanny in the living room was now my naked wife.
Fran: Oy, I just hope she didn't hurt her head when she fainted.

Grace: [watching her hamsters] Oh no, they're fighting again.
Brighton: Hey they're not fighting, they're
[Fran silences him]
Fran: Mr. Sheffield, get off of Miss Fine, she has a headache.
Niles: Oh look at that, the little fellow's already passed out.
Fran: Here kids, get Miss Fine a chew stick, she's not satisfied.

Fran: Brighton, don't you know what happens when you torture poor girls in high school? Oh that's it, we're going to the video store and I'm renting you 'Carrie'.

Fran: Come on, Brighton, we're going to be late for the bris. Chop, chop.

Sylvia: [Niles pretending to be Mr. Sheffield] Maxwell Sheffield, producer.
Uncle: Jack Norman, realtor.
Sylvia: How do you do?
Marsha: I'm Marsha.
Sylvia: So nice to meet you.
Marsha: Likewise.
Sylvia: [to Sylvia] And you are?
Sylvia: Your mother-in-law.
Sylvia: Oh right, of course. I was drunk at the wedding.

Brighton: [the kids are watching The Mummy in the dark during a thunderstorm] Fran says this movie's really scary, it's just some guy wrapped up in Charmin. There's nothing scary about this.
Fran: [pops up behind the couch with a flashlight] Boo!
[the kids scream, she laughs]
Fran: I used to LOVE doing that to Ma, thank God for plastic slipcovers.

Val: The bank robber took your mother.
Fran: Oh, my god! That poor man!

Maxwell: [about Grace] Maybe we should call a doctor and have him come over here.
Fran: Are you kidding? This is New York- you couldn't get a doctor to come to your house if your spleen was sitting right next to you on the couch!

Fran: [sorting through laundry with Niles and finds bikini briefs] Ah, hoo ha, Mr. Sheffield!
Niles: [takes them] Guess again.
Fran: [Niles walks away] Well, that's way more about him then I needed to know about him.

C.C. Babcock: Nanny Fine, you have nothing to worry about. I found my man and I am completely, and totally...
C.C. Babcock: [leans forward and speaks slyly] and multiply satisfied.
Fran: [shocked and fascinated] Reeaally?
C.C. Babcock: That is the joy of being with a man who lives to serve others, baby!
[both start laughing hysterically]

Chastity Claire 'C.C.' Babcock: [sarcastically] My fears are allayed. Maggie's social future rests securely in your capable hands.
Fran: [after C.C. leaves the room] Oh, at least her fears are getting allayed.

Fran: [after wearing a harness] Boy that Mary Martin must've had a hide like leather.

Chastity Claire 'C.C.' Babcock: C'est la vie.
Fran: La vie!

Young: [Maxwell has arrvied in front of Sylvia's building in a new Porsche and is immediately surrounded by a crowd of women. Fran is on her way down via the fire escape. An attractive woman pushes herself through the crowd, in front of Maxwell, who's sitting on the hood of his new car] Are you stalled? Do you need a jump?
Fran: [from the final ladder] Hey, hey, hey! If anybody's gonna jump him, it's gonna be me!

Fran: I'm so excited we're gonna get to meet Mister Sheffield's nanny. He must have been so cute as a baby in his little pram with his little silver pacifier and his little three-piece diaper.
Niles: Oh yes, he was a little stinker. I remember his first word:
[Imitating baby Maxwell with a high-pitched voice]
Niles: Niles!
Maxwell: [Looking for Niles] Niles!
Fran: We're gonna have to work on his vocabulary.

Sylvia: [to the bank robber] Excuse me, I'm a hippo-glycemic...

Val: [about catching Maggie smoking] So, what are you going to do? Tell Mr. Sheffield?
Fran: Oh, no. I could never betray Maggie's trust like that. Then she'd start telling on me.

Fran: [excitedly about a letter Fran just received] Ah, look Val. It's from Mai Ling.
Yetta: Who's Mai Ling?
Sylvia: Oy, please.
Sylvia: [about Fran and Val] These two meshugganas adopted an orphan in high school for seventeen cents a day.
Yetta: What a steal. Bell peppers are four ninety-nine a pound.

Fran: Oh, my old school books. "Looking for Mr. Goodbar," "Valley of the Dolls..." "Intro to Chemistry"? How'd that get in there?
Brighton: What exactly are a person's loins and how do you get them to quiver?
Fran: Give me that. You know what? Stick this in my closet.
[Pausing to think]
Fran: Better yet, put it under my bed.

Maxwell: Jocelyn's coming for a visit. And she's bringing a man.
Fran: Oh, what a great hostess gift. Gee, I hope she knows my size.

Fran: Who compares a wife to cheese?

Fran: [their hotel room is ransacked by the storm] Oh my God, Val, we're gonna die!
Val: Shouldn't our lives be flashing before our eyes?
Fran: Val, we're over 30, single and in bed with each other, WHAT lives?

C.C.: Well, if Doug is coming over tonight, I better go change!
Niles: [after C.C. leaves] And I thought she had to wait for a full moon...

Maxwell: [venting his frustration at his desk to Niles] Can you imagine - Miss Fine thinking I'm predictable!
[Niles starts to write something on a sheet of paper on the desk]
Maxwell: Me!
[pause]
Maxwell: Mr...
Maxwell: - Spontaneity!
Maxwell: Niles, you don't think I'm predictable?
Niles: [stone-faced, holds up the paper for Mr. Sheffield to see. It reads:] OF COURSE NOT, SIR!

Man: [dancing seductively with Fran] I love the way you look! Those heels are so sexy. Mind if I try them on?

Margaret: Brighton, you are so pathetic.
Margaret: [to Fran] I mean, he walks around the house all day with his guitar and he doesn't even know how to play.
Brighton: [to Maggie, in rebuttal] Hey, you wear a bra!
Margaret: [to Brighton, beat] Hey, at least I've seen one.

Maxwell: [Preparing to leave] Niles, did you remember my attache?
Niles: Yes, sir.
Maxwell: And my carry on?
Niles: Always, sir.
Maxwell: Well, it seems we have everything.
C.C. Babcock: [Entering the room] Maxwell?
Niles: Oops, I guess I did forget one old bag.

Fran: You know, if women ran the world, there would be no wars.
[the audience applauds]
Maxwell: Because they'd be too busy talking all the time.
[laughs nervously, no applause from the audience]

Fran: Aren't you sick of the same old routine?
Maxwell: I don't have a routine, Miss Fine.
Fran: Of course you do. I come in here every morning, I sit down, you say I look gorgeous...
Maxwell: Well, I don't do that.
Fran: Well, start.

Niles: Miss Fine, it's three o'clock in the morning.
Fran: [Digging ground in the garden] Thank you, Big Ben.
Niles: Lose something?
Fran: No. I've always wanted to visit China.
Niles: Give it up, Miss Fine.
Fran: You'd be singing a different tune if your wing tips were pushing up daisies.
Niles: Let the poor souls rest in peace.
Fran: I can't. I'm still making payments on them.
Niles: [Taking the shovel and starting to dig] Oh, here.
Fran: Oh, Niles, you doll you.
Niles: Well, I just figured if we dig a deep enough hole we can bury the piano!

[Fran is in the middle of giving birth to her daughter. Fran is in excruciating pain.]
Fran: [yelling about her baby still inside her] Oh my God, she's got my mother's hips.

Chastity Claire 'C.C.' Babcock: [sitting in kitchen, picks up a magazine with Chloe on the front cover] Look what the years have done to that Chloe.
[Fran takes it from her]
Fran: [looks at the cover then puts magazine down] Absolutely nothing.
Fran: [in unison] I hate her!
Chastity Claire 'C.C.' Babcock: [puts her hands on the sides of her face, pushing upward, indicating cosmetic surgery] Do you think she's had...
Fran: [mistakenly thinks C.C. is referring to who Chloe slept with] Asians? I don't know. She's had everybody else.
Chastity Claire 'C.C.' Babcock: No, surgery.
Fran: Oh honey please, they did less work on Mount Rushmore.
[they laugh]

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

Fran: [Grace is crying in a toilet cubicle] Oh, honey, aren't you getting a little claustrophobic in that teeny-weeny stall?
[Grace comes out running]
Fran: Come here baby.
[Grace seats on Fran's lap]
Fran: Oy, one day with my mother and you're ready for Jennie Craig.
[pause]
Fran: Honey, I want you to listen to me very carefully, okay?
Grace: Okay.
Fran: All right. It's true, I do get paid to take care of you. But I don't get paid extra for loving you. And I do.
Grace: I love you, too.
[Hugging each other]
Fran: Oy, let's face it, Grace, I'm no Ivana Trump.
[pause]
Fran: Of course, neither is she anymore.

[C.C. is introducing Niles to the audience at an audition]
Chastity Claire 'C.C.' Babcock: After the Act 1 curtain, it's a gorgeous ballad sung by Niles...
[C.C. realizes she doesn't know Niles' last name]
Chastity Claire 'C.C.' Babcock: Niles...
[stumbles further]
Chastity Claire 'C.C.' Babcock: Niles... Butler. Niles de Butler.

Fran: [discussing the upcoming charity auction] Wait a minute. What do you think that they would pay for a wise, responsible person to take care of their children for a day?
Maxwell: Now that's a very good idea! Now, I might even bid on that my...
Maxwell: [uncomfortably, after getting her point] Oh, you mean you.
Fran: Excuse me, but what happened to the day when you actually tried to hide your horror?
Maxwell: Um, uh, well, you see... the thing is... I'm afraid that, um... well, you're so good that, um, someone might, um, steal you away from, uh, me!
Fran: Now was that so hard?

Niles: I'm glad we're alone.
Fran: Yeah. Just you, me, and that piercing voice that CARRIES TO THE NEIGHBOURS!

Maxwell: Well, to be honest Niles, I did just give you a month off already.
Niles: I was recovering from a heart attack!
Fran: Look, how you budget your vacation time is your business.

Val: Well Fran, you know what they say...
[there is an extremely long pause]
Fran: [anxiously] What, Val?
Val: No, really, *you* know what they say, Fran. You're far more the sophisticate than I.

C.C. Babcock: I am so sick of planning this charity event. How am I gonna fit four more people at this table?
Niles: Give up your seat.
C.C. Babcock: [testily, making Niles cringe] Okay, listen up. I am busting my butt for an benefit that doesn't involve profit and I've got PMS. The ice is THIN!

Fran: [about Mr. Sheffield not being home for Christmas] At least he only has to work Christmas. My sister is a caterer, she has to work every single holiday. Thank God we fast on Yom Kippur or we'd never see her.

Fran: [to Maxwell] It's no big thing. Oy!

C.C. Babcock: Where's your bathroom?
Fran: It's down the hall.
[C.C. runs off]
Sylvia: The Glade is under the sink!
[to Fran]
Sylvia: Your father was just in there.

Yetta: Thank you for inviting me to your wedding Maggie.
C.C. Babcock: Yetta, I'm... no.
Yetta: Did you hear about Miss Babcock and the male maid?
C.C. Babcock: [stunned] What are you talking about?
Yetta: Well, Franny and her husband walked in on them while they were doing the horizontal hora.
C.C. Babcock: Where? Kitchen? Closet? Stairway? Limo? Walmart?
Yetta: Walmart, huh? If they dig the danger of getting caught, they should try the aluminum sheds at Home Depot.
C.C. Babcock: [later, on the phone] Niles, they saw us! No. No. No. No, what does it matter where? The important thing is when you get back, I need to pick up something at Home Depot.

Maxwell: [On the phone with Niles] Well, that's terrible, Niles. Yeah, well, thank you for telling me. Yes, Merry Christmas to you, too, old man.
C.C. Babcock: What?
Maxwell: [Concerned] Well, I gave Miss Fine a vase in lieu of a check and apparently she's just had to pawn her grandmother's watch to pay for the presents she had already bought for the children.
C.C. Babcock: [Sarcastically] Oh, that's tragic. It's positively dickensian.

Fran: When I was 16, I went on a Kibbutz and I had the time of my life.
Margaret: A Kibbutz? Isn't that like one of those hippie communes from the 60s?
Fran: Well, yeah except the only thing we smoked was fish.

Fran: [repeated line to guys she finds unappealing] Have you met my friend Val?

Maxwell: [Fran's sedated and talking nonsense] Dead to the world.
Fran: I'm dead? Oh that's so sad. I want Maggie to have all my clothes, and I want Gracie to have all my Barbie dolls.

Max: Niles, we're having company!
Niles: [to Fran] Thirty years and he still thinks company excites me.

Fran: You know, I've got half a mind...
Max: No argument there!

Chastity Claire 'C.C.' Babcock: I said to him I should have gone with you to London, and he said 'yes, you could have visited your old neighbourhood Stonehenge'. And I said 'yes, the only place where the rocks are older than yours'. And then the scariest thing happened.
Fran: He had the heart attack?
Chastity Claire 'C.C.' Babcock: No, not yet. There I was, waiting for the perfect zinger and... nothing. I even set him up again, I said 'don't make me get ugly!'.

Fran: [coming to breakfast fully dressed] Good morning everyone.
Maxwell: Miss Fine, why aren't you undressed?
Fran: You know, I've dreamt of you asking me that question.
[to the children]
Fran: Only you guys weren't there.
[to Maxwell]
Fran: But Niles was. What that man can do with a feather duster! Don't ever let him go.

Max: [Fran is standing at the door, waiting for a celebrity she isn't allowed to meet] Miss Fine!
Fran: I'm seeing the children off to school.
Max: They left an hour ago!
Fran: It's a clear day, I can see forever.

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

Maxwell: Will you marry me?
Fran: I'm really gonna have to think about... okay.

Fran: Aren't you gonna to get it?
Niles: I can let a phone ring, can you? It could be that fabulous man you were telling your mother about.
Fran: No, he wouldn't call.
Niles: Why not?
Fran: I made him up.

[Sylvia notices a mark on Fran's neck, which Sylvia mistakenly thinks is a hickey]
Fran: [looking the mark on her neck in the mirror in horror] What is that?
Sylvia: Enough already. You don't have to hide. You can have a hickey at your age. You can have osteoporosis at your age.
Fran: [looking down her own blouse in shock] Oh my God, it goes all the way down my body.
Sylvia: [excitedly, still thinking it's a hickey] Mazel Tov, darling!

Chastity Claire 'C.C.' Babcock: Nanny Fine, about your wedding, I just came back from Crate and Barrel...
Niles: Shopping for a dress?

C.C.: I'll never get to the airport on time.
Niles: That's true, sir, she needs at least two people on her broom to use the Express Lane.

Fran: [in the ladies room] I need a disguise!
Fran: [sudden inspiration] Yetta!
Yetta: [from inside a toilet stall] What?
Fran: When are you coming out of there?
Yetta: I can't decide whether to vote for Nixon or Kennedy.
Fran: [barging into the stall] Gimme that wig, old woman!
Yetta: [pokes her head out after a brief struggle] Oh my god! It's just like Patty Duke and Susan Hayward in the Valley of the Dolls!

Maxwell: Miss Fine, perhaps Ms Lewis would like a moment of silence for the lamb
[realizes what he's saying]

[repeated line]
Mr. Sheffield: [yells angrily] MISS FINE!

Mr. Sheffield: Miss Fine, what are you doing here?
Fran: Well, I heard moaning and screaming coming from your room and I figured... I should be part of it.

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

Grace: Here, Fran, you want a cookie?
Fran: Oh, I don't think so.
Grace: It's all right, Fran.
Dr. Voort: Go ahead.
Fran: Hmm... You sure you don't see anybody sitting on this?
Grace: No.
[With a fake eerie voice]
Grace: Do you?

Maxwell: Does everyone in your family take this Bubby Sophie seriously?
Sylvia: They do if they know what's good for them.

Val: Why can't I lose weight? Maybe I should see a therapist to help me stop eating. You know, it's the only thing I haven't tried besides diet and exercising.

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

Niles: Bucking for a raise?

Maxwell: [imitating Ricky from 'I Love Lucy'] Miss Fine you got some splainin' to do!

Maxwell: [to Brighton about his head injury] You'll have a headache for a few days. It'll give you a glimpse into the world of marriage.

Fran: [Sylvia asks Fran to pretend to be married with Mr. Sheffield] Oh, forget it, Ma. I'm not doing this.
Sylvia: Fine. That's your choice. It's good to have choices. Not that I had a choice when I was in labor with you for ten hours with that big head.
Fran: Sorry. It won't happen again.

Maxwell: [about Maggie doing candy striping work] Do you really think Margaret's responsible enough to be working in a hospital?
Fran: Oh, what's the worst that'll happen. She'll forget to bring someone their Jello snack?
Maxwell: [pointing to a fish tank in the corner of the room] See that aquarium?
Fran: What aquarium? There're no fish in there.
Maxwell: Ah. Margaret forgot to bring them their Jello snacks.

Therapist: So ladies, what brings you to therapy?
Fran: I came because my mother has an obsession with me getting married.
Sylvia: I came because my daughter has a delusion that I have an obsession.
Yetta: I came because they brought me and I don't know how to get home.

C.C.: You are a pathetic excuse for a man.
Niles: Ditto!

Margaret: Just give me one good reason why I can't go to the Hamptons.
Maxwell: I won't let you. Margaret, you're much too young to go away for the weekend.
Margaret: By the time Juliet was my age she had already gotten married, had sex, and died.
Maxwell: Well... now you see what happens when you don't listen to your father.

Maxwell: I need a Broadway star with huge stage presence who's instantly recognizable to the entire country.
C.C. Babcock: [Carol Channing enters] Oh my god!
Carol: [Starting to sing "Hello Dolly!"] Hello...
Maxwell: Next!
Carol: [to Fran] He's tough.
Fran: You're telling me!
Carol: Break a leg, honey... His.

Fran: I really wanna talk to you about your Nanny Mueller.
Maxwell: Is there a problem?
Fran: Well, it's just that it gets a little confusing for the kids when I say one thing and she says another.
Maxwell: Such as?
Fran: Oh, you know, I say tomato, she says tomata. I say potato, she says...

Fran: I'm just trying to be the nanny behind the man!
Maxwell: How would you like to be the nanny behind the BURGER KING COUNTER?
Niles: The one on 57th Street is hiring.

Maxwell: [to Fran] This is your fault. You were responsible for that fur covered colon!

Margaret: Dad, I don't know what you did to her, but you better hope she forgives you.
Maxwell: I didn't do anything to her!
Niles: [sarcastically] Bet you wish you did now.
Maxwell: Children, would you mind leaving us alone for a minute?
Niles: [Kids leave, Maxwell kicks Niles in the butt] OW! What was that for?
Maxwell: Get you back for kicking me.
Niles: Well, I didn't kick you!
Maxwell: [snottily] Bet you wish you did now!

Grace: [playing with dolls] Now everyone: Mr. Fuzzy would like to share!
Fran: Oh, I just love playing with dolls!
Grace: We aren't playing!
Fran: No?
Grace: We're in group therapy.
Fran: Ohhhhhh. Thank God, because, you know, I heard Ken and Barbie are on the skids.
Grace: Really?
Fran: I heard it directly from Chatty Cathy. It seems that Ken found out that Barbie had a fling with G.I. Joe right before Desert STorm.
Grace: Poor Ken.
Fran: Poor Barbie! One little indiscretion in 30 years, and it cost her the dream house.
Grace: Barbie never said a word! She must be in denial.
Fran: Sure. Look at her feet. That's all from frustration. Never trust a woman who can't wear flats.
[smiles; cut to beginning credits]

C.C. Babcock: [Walking into the dining room during breakfast] Hello, hello.
Maxwell: Oh, C.C., care to join us?
C.C. Babcock: Well, is there enough?
Niles: No.
Maxwell: Niles!
Niles: Well, it's just that you know how I feel about her eating inside.
Maxwell: What was that?
Niles: I asked what she would like on the side. Bacon? Sausage? Mighty Dog?

Fran: [rushes to knock the bathroom door] Daddy! Come outta there! What are you doing in there?
Sylvia: [the door opens, Sylvia exits, glowing] Me.

Fran: You know, it is just so obvious why you're stopping ME.
Police: Oh yeah? And why's that, Miss Fine?
Fran: Because I'm Black!

Fran: Watch it! You could poke someone's eye out with those!

Fran: [to Grace about her imaginary friend's mock funeral] I see you went with the open casket. But, uh, wouldn't Imogene rest more comfortably without my expensive new boots in there?
Grace: No. She always wanted to be buried with her boots on.
Fran: But they're my boots!
Niles: Lord and Taylor giveth and Lord and Taylor taketh away.

Fran: When the kids say, "Fran said no", that's the big robot saying, "Danger, Will Robinson!"
Maxwell: You know, I could have stayed in England.

Maxwell: What I want right now is to be in a pub with my hands wrapped around a tall lager.
Fran: A logger? Do the kids know that you're considering an alternate lifestyle?

Fran: [trying to get Steve's Labrador 'Max' off the couch] Max, will you marry me?
[Max gets off the couch, whimpering]
Fran: [sighs] Works every time.

Niles: You may not look through the keyhole while your father is auditioning showgirls.
Brighton: Why not?
Niles: That's where I'll be.

Brighton: I think I'm going through the change.
Fran: Don't worry, B., I'm sure Flintstones makes a chewable estrogen.

Maxwell: Oh, Niles, Niles. Come here. I want to tell you something.
Niles: Uh-hm.
Maxwell: Niles, can you keep a secret?
Niles: Well, I'm good until I meet another person.

Fran: You guys already started breakfast? Gee, I was gonna suggest we all go out to eat. You know, for a change.
Maxwell: Well, Miss Fine, I would rather prefer to stay at home. You know, Niles is the only one who knows how to make my breakfast just the way I like it.
Fran: Toast and eggs? Please, Daniel Day-Lewis could make that with his left foot behind his back.
Fran: [to Gracie] Although who would want to eat it?

Nurse: Straight to bed!
Niles: I'm not the patient.
Nurse: I know.

Fran: You know, I've got half a mind...
Maxwell: You've got no argument here!

Lambchop: [about Maxwell] Cute tush. I'd follow that to school everyday.
Fran: [aside to Niles] You get the feeling Lamb Chop's fleece isn't as white as snow?

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

Fran: When you fill out your taxes, what do you put in Marital Status: S or M?
Maxwell: S.
Fran: All right, so you told Uncle Sam you're single. Maybe it's time you told yourself.
Maxwell: But I want to be an M again.
Fran: Yeah, well, I want to be an M too. But first you got to get out there and make an S out of yourself.

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

Chastity Claire 'C.C.' Babcock: [on the telephone] Hello. Is this Mr. Bradley? We haven't met, but your little Frank is in the same class as my Gracie.
Grace: [overhearing] I'm not hers, am I?
Fran: No, angel. You don't shed your skin.

Fran: [back from ice skating] Kids, take your wet clothes off and put them in the hamper.
Niles: No wet clothes for you, Miss Fine?
Fran: I didn't fall.
Grace: She didn't skate.
Niles: [Glances to Fran, smiling] And yet such a lovely ensemble.
Fran: Oh, you should see what I wear when I don't play tennis.

[after spraying Maxwell's leather couch]
Niles: I couldn't resist the infomercial, sir. "Unwanted dirt just slides right off!"
[C.C. slips off the chair]
Niles: And voila!

Clara: [Vigourously shaking Brighton's sloppy hand] And, Brighton you call this a handshake? What are you, a man or a fish?
Brighton: Actually, I'm a Pisces.
Clara: [Severely] You, young man, I will be watching.

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

[Fran and Maxwell have just finished kissing]
Chastity Claire 'C.C.' Babcock: Maxwell, we have business to attend to other than playing kissy face with the help.
Fran: Oh, come on, Miss Babcock. I'm not really that much help.

[Niles serves C.C. a plate of breakfast]
Chastity Claire 'C.C.' Babcock: [whining] Niles. My eggs are all dried up.
Niles: The gene pool is safe.

Judge: [to Vincenzo, who has removed his long wig to reveal a bald head, just like his] I like it. Loose the earring, it looks a bit too "Mr. Clean".

Val: [Their car has broken down and they are on foot. To Sylvia:] You know, we've been walking for three hours, how cannot you be hungry?
Fran: [Turns to Sylvia, suspicious. Calmly:] Ma, did you eat my edible underwears?
Sylvia: [long pause] Maybe.
Fran: Ma!
[slaps Sylvia on the arm]
Fran: We were gonna ration my undies.
Sylvia: [Voice goes up] I was nervous! You know I always eat when I'm nervous!
Fran: [Agitated:] Nervous, happy, sad, swimming!

Aunt: [about hiring Niles] Maybe I could use some help. I've got all that Lardo porcelain to dust.
Sylvia: Freida, it's Lladró.
Aunt: You can pronounce it. I can afford it.

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

Fran: [Brighton teased Maggie about her having a pimple] Brighton, what's your problem?
Brighton: I guess I'm just bad to the bone.
Fran: Honey, you have no idea what bad is. Now the boys Val and I went to school with, they were bad, huh?
Val: Oh, the worst!
Fran: Oy, and now they're all taken.
Val: You remember Lenny?
Fran: Sure. Lenny Brown. Baddest man in the whole damn... Oh no, that was Leroy...

Maxwell: [on the phone, looking at drawings] What can one say about these costumes? They're uh, they're awfully well-drawn; you stayed almost completely inside the lines.
C.C. Babcock: [takes phone from Maxwell] They're grotesque; you couldn't design a dickey, you talentless hack!
[removes phone from ear, shocked and meanwhile, Fran stands in doorway]
C.C. Babcock: He hung up on me!
Fran: [knocks on open door and enters the office] You catch a lot more flies with honey than you do with vinegar. Although what anybody would want with a whole bunch of flies, unless of course, you had a lizard to feed or a salamander or something.
[Maxwell looks perplexed]
Maxwell: Miss Fine! May I ask why you're in my office babbling about reptiles?
Fran: Actually, I wanted to talk to you about one of the kids.
Maxwell: Hmm. If this is about canceling Maggie's piano lessons, God, yes!
Fran: So, she's not Liberace; is that such a crime?
C.C. Babcock: Yes, in some countries, they'd cut off her hands.
[she walks to couch and Fran, shocked and aghast, stares after her]
C.C. Babcock: What?
Fran: Question - When they shot Bambi's mother, did you find that a sad moment?
[C.C. and Fran just stare at each other for a bit]
Fran: At all?
C.C. Babcock: [her smirk turns into a smile] I'm sure she's mounted in a nice home in a fine home somewhere.
Fran: Ah-huh. Well,
[turns]
Fran: now I'll talk to you. Yeah, um, I took Gracie out to lunch and that figment of her imagination tagged along.
[sits on Maxwell's desk]
Maxwell: Ah, Imogene.
Fran: Now, not that I mind eating two BLTs, but she stuck me for the check.
Maxwell: Yes, she has been cropping up quite a bit lately.
Fran: Oh, you should have seen poor Gracie in the park, sitting on the teeter-totter with her little tush in the dirt, not budging an inch, just waiting and waiting. I'll tell you, it broke my heart.
Maxwell: Well, perhaps we should increase her therapy.
Fran: Well, I was thinking of doing just the opposite. I mean, she's six years old; does she really have to lie on some couch getting her head shrunk twice a week?
C.C. Babcock: [walks over] Miss Fine, they don't actually shrink the child's head.
Fran: What am I, an ignoramus?
Maxwell: Miss Fine, while I appreciate your concern, Grace is a very complex child and therapy is an important outlet for her.
Fran: Well, look, if she needs an outlet, I'll take her to Jersey. They got a Ralph Lauren outlet, a Donna
[dialogue buried under audience noise]
Fran: I'm not sayin' the kid's gotta go cold turkey; I'm just sayin' I think she needs a little less Freud and a little more fun.
C.C. Babcock: Therapy happens to be very beneficial. I've been going for 20 years.
[Fran and Maxwell obviously perplexed, doubtful, shocked and confused]
Fran: [shakes head] Nahh. It's too easy.

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

Fran: [dumps a sirloin in a bowl and pulls out a note] Oh look, mail's in!
Sylvia: Fran, have you been going through my meat?

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

Fran: [swinging from her harness and knocks the whole set down] Hey fellas! I'm OOOOOOOOOOO-KAY!

C.C.: I'll bet my reputation on it!
Niles: Sorry, there's a five dollar minimum.

Chastity Claire 'C.C.' Babcock: Maxwell, I have found the perfect subject for our one person play.
Niles: [to C.C] Your sex life?

Margaret: I don't know, Fran, Tasha's stuff is pretty dark.
Fran: Darker than this?
[singing]
Fran: Hate my life, I wanna be a wife, I'm gonna take a knife to your daddy!
Margaret: Fran that was amazing! How'd you come up with that?
Fran: I don't know!

[Fran and Sylvia are held hostage by a bank robber]
Sylvia: He's not wearing a ring!
Fran: Ma, he's a thief!
Sylvia: [emphatically] Who'll be worth *millions* in a few minutes.

Fran: What was I thinking telling a story like that to a ten year old kid? On the other hand, if I told him to jump off the Empire State Building... Hello. That was my mother's voice that just crossed the Queensboro Bridge and flew out my mouth!
Niles: But with such dulcet tones...
Fran: Oh boy! This is so typical of kids. You try and you try and what do you get? A slap in the face... Oy, my mother again. Niles, call an exorcist.

Fran: Hello hello, I'm C.C. Babcock, off to go to work.
Niles: Your usual corner?
[doesn't feel comfortable insulting Fran because she is his friend]
Niles: Oh I'm sorry Miss Fine, don't make me do this.
Fran: [smiling] I'm Miss Babcock and I'm off to get money, from a man!
Niles: Don't forget your change belt. Oh god.
[embarrassed]
Niles: I hate myself!

Fran: Look at that, he wears the same thing everyday, just like Fred Flintstone.

Maxwell: Oh, there you are, Niles. Do you think C.C.'s upset that I'm taking Fran to the premiere instead of her?
Niles: No. Why would she be upset?
Maxwell: I'd hate for her to think I didn't like her.
Niles: Now where would she ever get that idea?
Maxwell: Oh, I don't know. Maybe from some BIG, FAT BUTLER SCREAMING IT INTO HER FACE!
Maxwell: [Niles clutches his chest and pops a tablet] Oh, stop it. I know those are bloody tic tacs!

Niles: So, sir, how could I break this to you... Miss Fine has taken a job on a soap opera and she's not coming home.
Maxwell: What? A speaking part?
[line repeated in the episode by various characters]

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

Maxwell: Goodnight, Miss Fine.
Fran: Goodnight, Miss Fine? That's all you have to say to me?
Maxwell: Pleasant dreams? What else do you want me to say?
Fran: Oh I don't know. 'How was your day?' 'What's new?' King Tut in the trench coat?

Brighton: I finished my homework, Dad.
Maxwell: Oh, all right. Let's have a listen.
[Brighton stands to read his paper]
Brighton: "The Civil War. The causes of the Civil War become clear when we view the United States as a big, dysfunctional family."
Maxwell: Oh Gracie, I told you not to do your brother's homework.
Grace: Five bucks is five bucks.
Maxwell: Brighton, you can't just go through life paying people to do everything for you.
Brighton: Dad, I've got two words for you: Niles, Fran.
Maxwell: I've got two words for you: military, school.

Chastity Claire 'C.C.' Babcock: [in a desperate tone] Maxwell, please, I'm begging you. It'll only take a couple of minutes. You don't even have to like it.
Niles: [aside to Fran] There's a speech she knows by heart.

Maxwell: [after walking in on Niles and C.C. kissing each other] Ms. Fine, how much did I have to drink this evening?
Fran: Not as much as them!

Brighton: Come on, Brighton. You're gonna miss the limo.
Fran: Is it the stretch or the town car?
Brighton: Oh, what do you care?
[Sarcastically]
Brighton: Just be grateful. Your father had to walk ten miles in the snow to get to his limo.

Fran: [singing all together] And a partridge in a pear tree!
Fran: Oh, that's a weird song. I mean, five golden rings I can understand. Ten lords a leaping, I am there. But what's with all the birds? I mean, French hens, turtle doves, six geese a laying. Who wants to see that?

Fran: Look Gracie, Santa took a bite out of the cookies we left him.
Grace: I didn't know Santa wears red lipstick.
Fran: The man gets out of the house once a year, live and let live.

Grace: [comes in with a babushka and dress] Okay, Fran; I'm ready for temple.
Fran: [bends down] Honey, it's only Friday night services. We're not fleeing Anatevka.
[leads her out of the room; fade to credits]

Fran: [to a Priest in a confessional] Forgive me Father, for I have shopped.
Priest: I don't know the penance for that. I suppose you could say ten Hail Macy's.

Betty: [about Fran] My god, she's sleeping with everybody!
Romeo: [snobbishly] Watch. Next year she'll have her own sitcom.

Fran: [to Niles, explaining why she knows the male nanny is gay] Well, first of all, I was instantly attracted to him, which means he's definitely unavailable. Plus, have you seen that upper body? Trust me: he is either gay or a priest with a Soloflex.

Niles: [as C.C. walks in the room] Ooh, look at you. You look very sixties.
Chastity Claire 'C.C.' Babcock: [twirling to show off her outfit] It's Dolce and Gabbana.
Niles: I was talking about your face.

Fran: [after the mystery guest reveals she's Cher but Fran interprets it as 'share'] He still won't tell me who you are.
The: Che-e-e-e-e-er-r-r-r!
Fran: I hee-e-e-e-a-r-r-r-rd you!
[to Maxwell]
Fran: Are you sure it wasn't a head injury?
The: [walks over to Fran] Grammy. Emmy. Oscar.
Fran: [gasps] Rita Moreno?

C.C. Babcock: [flirting] Heya Baby!
Niles: Hi Dumpling.
C.C. Babcock: Mmmmm you smell good today. What is that scent you're wearing?
Niles: Lemon Bowl Fresh. You're wearing those extra wide shoulder pads today.
C.C. Babcock: I'm not wearing any.
Niles: [intrigued] Better.
Margaret: [to Brighton] Should we be worried about this?
Brighton: [stunned] No, let them experiment. I hope it's just a phase.

C.C.: Do you know what makes me feel better when I'm sad?
Fran: A fifth of scotch and a pack of batteries?

Fran: You're married!
[Looks at her ring]
Mrs. Joan Sheffield: Mm-hmm!
[smiles]
Fran: [sneers at Mr. Sheffield] Well...
[starts slapping him]
Fran: isn't that nice!

Margaret: It's your daughter's 50th birthday.
Yetta: 50? She's got brassieres older than that! Why if she's 50, I'm... what do you know? My daughter's 50.

Fran: Lamb Chop! I have been a fan of yours ever since I was a little girl.
Lamb: Ever since you were a...
[chuckles]
Lamb: That is UMpossible. I'm only six.
Fran: Oh, come on. I remember I used to watch you in my black-and-white...
Lamb: I'm ONLY six.
Fran: Oh, I get it. That's okay. My mother counts in lamb years, too!

Fran: If you did believe in Santa, what would you want him to bring you?
Grace: Daddy for Christmas.
Fran: Oh... Well, how about a nice Easy Bake oven?

Fran: He'll fire me. I'd fire me. Just when I figured out the bidet is not a water fountain!

Maxwell: Darling, "seeing" a doctor does not necessarily mean they're being intimate.
Chastity Claire "C.C." Babcock: Oh, please! When I "see" a man you don't think I'm intimate with him?
Niles: Not if he sees you.

Sylvia: Men who marry the Fine women tend to die young.
Fran: Why is that?
Yetta: 'cause they want to?

Fran: [enters therapy waiting room] Excuse me, is this Dr. Voort's office?
[turns head to look at sign]
Fran: Oh, yeah. Of course. I'm sorry. I'm just a little new at this whole therapy thing.
Lexine: May I help you?
Fran: What's that supposed to mean? I'm okay, you're okay.
[scoffs nervously and looks back to people waiting]
Fran: Are THEY okay?
Lexine: You must be a new patient.
Fran: Me, a patient? What are you, nuts?
[looks back to see the people offended]
Fran: Not that there's anything wrong with it.
[turns back to receptionist]
Fran: I just need to pick up Grace Sheffield.
Lexine: You must be the new nanny.
Fran: Yes. Fran Fine. I'm sort of a role model for her.
[receptionist looks doubtful]
Fran: I'm sure she's mentioned me.
Lexine: Anything Grace may have said about you is strictly confidential.
Fran: Well, what d'ya mean? Oh, if she blabbed about that little Chutes and Ladders incident, I did not cheat.
[looks back to people]
Fran: She just can't count!
[Gracie comes out]
Fran: Hiya, Gracie! How was your session?
Grace: It was great! I'm starting to make real progress!
Fran: [soft voice] Good for you.
Grace: [to air] Come on, Imogene! Lunch time! Stage Deli?
[thrilled]
Grace: I was gonna say the same thing.
[walks to door]
Fran: [to people in chairs] That's AFTER a $150 session.
[follows Gracie out]

[Fran and C.C. are locked in the wine cellar and no one knows they're there. Fran is screaming for help.]
Chastity Claire 'C.C.' Babcock: Save it. No one's going to hear you. This was originally built as a bomb shelter.
Fran: Hey! Don't underestimate the power of these adenoids. I once had next door neighbors that moved *closer* to the airport!

Fran: [about Sylvia] Why is she the one that always gives me that warm, fuzzy feeling?
Val: 'Cause she don't wax her chin.

Brighton: [to Fran and Niles] Dad and I are going to go see the Padres play the Mets. OK, see you guys.
[Brighton leaves the room as Maxwell enters]
Maxwell: [to Fran and Niles] All right, well Brighton and I are off to see Pagliacci at the Met.
[Maxwell leaves the room]
Fran: Oh, isn't this funny how people just hear what they want to hear.
Niles: Yes, one of the pitfalls of a big house.
Fran: [excitedly] When did Brad Pitt call the house?

C.C.: [to Niles] Don't you have something to dust?
Niles: How about the left side of your bed?

Chastity Claire 'C.C.' Babcock: [responding to Niles asking her why Fran is acting so weird] Well, have you gotten a load of the birth mother?

C.C.: Come on Niles, tell me what Maxwell's getting me for my birthday. I'll give you fifty bucks.
Niles: No! But if you tell me your age, I'll tell you.
C.C.: [pulling money out of her purse] All right. Seventy-five.
Niles: There, that wasn't so hard to admit now, was it?

IRS: [excited to see Jay Leno] Jay Leno! Jay!
[shaking hands]
IRS: Hey, I watch The Tonight Show all the time!
Jay: [nods] Great, great.
IRS: [to Jay, Fran and Max] Oh, oh, watch watch watch watch watch.
[imitating Johnny Carson]
IRS: Ah, it was so cold in Los Angeles this morning...
Maxwell: [appearing intrigued] how cold was it?
IRS: ...an exhibitionist came up to me in Wiltshire Boulevard, and described himself to me.
Jay: [sarcastically, patting him on the shoulder] Pal, don't quit the day job, all right?
IRS: [challenging Jay] Ever been audited?

Fran: Brighton got hurt at the batting cage.
Sylvia: Those things could put out an eye.
Fran: He wishes.
[Brighton limps in, indicating he was hit in the crotch]
Yetta: You want Grandma to kiss the booboo?
Fran: [to Sylvia] Is it any wonder I already got one kid in therapy?

Fran: One year we begged my mother for a Christmas tree. She called it a Hanukkah bush. P. S. , the candles from the menorah set the flocking on fire and the fumes put my father into the emergency room.
Niles: A variation on the burning bush classic.
Fran: My mother took the whole thing as a sign from God, and from there on in, we spend every Christmas at the Fountainbleu in Miami Beach.
[pause]
Fran: To this day I can't get a whiff of Ban d' Solei without having a yen for eggnog.

Grace: [to Jack Walker] Fran and I already went through your luggage.
Fran: Sweetie, we were just playing Midnight Express.

Rodney: See, you have money. You don't know what it's like to be an underdog.
Fran: Oh, puh-leez, are you kidding me?! I was an underdog before underdog had his own series.

[Yetta is escorted into the Sheffield house by a police officer]
Maxwell: Yetta, what happened?
Policeman: [motioning the crazy sign] We found her wandering around on Queen's Boulevard. She says she lives here.
Yetta: [whispering to Maxwell] Play along. It's cheaper than a cab.

Brighton: [inhaling helium] My name is Maggie and I have no friends.
Margaret: Brighton, you're so immature.
Fran: [also on helium] Yeah Brighton, you're so immature!

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

Brighton: [about Niles] He's making me hold his sweaty ankles and he's wearing these really baggy shorts. Are you getting the picture here?

Maxwell: It's amazing. Every time I ask you to do something, you always manage to screw it all up.
Fran: And yet, you continue to ask me! You need help, Mister.

C.C. Babcock: What a treat. It's not often you see a domestic dispute involving actual domestics.
C.C. Babcock: [Niles doesn't bite] Hey. I just insulted you. You're supposed to insult me back, there's a rhythm to these things, man!

C.C.: [suffering from insomnia] Niles, are you sure this coffee is decaf?
Niles: [long pause, exaggerated voice] Of course!
[Fran looks at him in disbelief]

Fran: [after a lengthy chase around the house] Stop hitting me with that purse! Now what's wrong with this picture?
Bette: I give up!
Fran: We're Jewish, we're running, and there's macaroons over there!
Bette: Are they fresh?
Fran: WHO CARES?
[they start eating the cookies]

Fran: This is why we can't have nice things!

Sylvia: [hypothetically] Say you're in a buffet.
Fran: Yeah.
Sylvia: And there's one piece of cheesecake left, and some obnoxious woman tries to grab it. What do you do?
Fran: Cut in front of you, Ma.

Brighton: Niles, this steak is tough.
Niles: So is life. Then you die.

Bette: [about the New York Restoration project] You know, we're not here just to clean up the parks. We're going to get all the trash out of this city. I did my part. I moved to L.A.

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

C.C.: Oh, it is so pathetic, Nanny Fine thinking she could win a kissing contest. I mean kissing is an art, it has to be sensuous, deeply felt, and most of all, spontaneous.
[C.C. kisses Niles]
Niles: Was it as bad for you as it was for me?

Maxwell: Why on earth is Yetta getting married at her age?
Fran: I was wondering that myself.
Fran: [sarcastically] I guess it's because somebody asked her!

Fran: Niles, you old Scrooge. Get into the Christmas spirit.
Niles: Spoken by one who doesn't have to clean it all up.
Fran: Oh, that's the thing about Hanukkah: eight candles and a Menorah. No fuss, no muss.
Niles: Is it too late to convert?
Fran: Never! We'll get you a Bar Mitzvah and of course a circumcision.
Niles: Suddenly I'm filled with the Christmas spirit.

Maxwell: Niles, I'm worried, what if she dies?
Niles: [about C.C] Oh I'll feed her eventually, sir, I'm just screwing with her.
Maxwell: I mean Miss Fine. If she dies, she'll never know how I feel about her. Nobody knows how I feel about her.
Niles: Nobody kno - hello?

Fran: Remember when I first moved here and you asked me, "Where was the Cabernet?", and what did I say?
Maxwell: Next to Cabin B.

Jack: [on TV] Hey, yo, whoa!
Fran: It's a gift from God.

Sylvia: [Fran, Sylvia, and Val walk into an exclusive clothing store] Apparently, it's so exclusive they don't even let the clothes in.

Sylvia: Do I smell banana fritters with fresh fruit compote?
Niles: No.
Sylvia: Could I?

Niles: [about Max's mother and C.C] Shall I poison them at supper, sir?
Maxwell: [outraged] Niles!
[pause]
Maxwell: It's two hours away.

Niles: Sylvia has invited us over for the Jewish holiday.
Maxwell: Now, is this the holiday Miss Fine said you can't eat all day, then stuff yourself? Or the one where you light candles, then stuff yourself? Or the one where you build a straw hut, then stuff yourself?
Niles: I believe it's the one where you hide crackers from small children, then stuff yourself.
Maxwell: Ah, Passover.

Max: Accidents happen, you know.
Niles: [points at C.C] Exhibit A.

Nigel: I hope you don't mind me telling you one more time just how, how sexy you are.
Fran: Nope, still diggin' it.

C.C. Babcock: There's something positively delightful about this evening. I can't quite put my finger on it.
Niles: Where's Miss Fine?
C.C. Babcock: [Smirking] Oh, that's it.
Fran: [Entering the room, wearing a traditional nanny suit] I'm sorry I'm late, but it's hell finding white shoes in winter. The hat was easy, Howard Johnson's...
[Everybody stares at her, mouth open]
Fran: Children, it's not polite to stare.
Maxwell: Miss Fine, you... you look like a... a...
Clara: [Stunned] nanny!
Maxwell: [to Nanny Mueller] Yes, that's it! I just didn't put it together.
Fran: I don't want to disturb you. I just thought I'd take my dinner and eat it in the kitchen,
[stiffly]
Fran: where I belong.
Maxwell: Miss Fine, please don't be so silly. Come and join us.
Fran: No, no. The kitchen is where a proper nanny eats.
[to Maggie still staring at her]
Fran: Maggie, shut your mouth. We are not a Pez dispenser.
[Walks out of the room with a quick bow]
C.C. Babcock: [Exulting, with a haughty voice] Nanny Mueller, it's amazing what you've done with Miss Fine!
Clara: Oh, that's nothing. I had a Schnauzer once that gave me more trouble.
Maxwell: [Shocked] Nanny, are you comparing Miss Fine to a dog?
Clara: Not at all. Schnauzer had a pedigree.
[C.C. bursts into laughter]

[Maxwell is reflecting on his predictability]
Maxwell: [after asking Fran if she likes the tie he's wearing] Yes or no?
Fran: Well, it wouldn't be Monday without your Monday tie.
Maxwell: [ripping off his tie] That's it, it's gone. All right, what else don't you like?
Fran: I'm not crazy about the pants.

Maxwell: This is depressing, are you saying this Gilligan chap never gets off the island?
Fran: He got off once but then they went back with the Harlem Globetrotters.

[Fran is reading a book on pregnancy]
Fran: "What to expect in your eighth month: indigestion, heartburn, bloating, flatulence, nasal congestion." Ah, well, according to this, my entire family's pregnant.
Niles: You know, the worst part about your pregnancy is going to be the mood swings.
Fran: Oh?
Niles: I can get very testy.

[the doorbell rings]
Maxwell: Niles, that's the doorbell.
Niles: Oh sir, I would be lost without you.

Chastity Claire 'C.C.' Babcock: [tries to console Fran, who believes her parents are divorcing] Oh, nanny Fine, get a grip. My mother left when I was four.
Niles: She wanted a girl.

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

Maxwell: We're late. Can't you ever be on time for anything?
Fran: You think this look happens by accident? You think these clothes just fall on me? The only shoes that work with this outfit are six feet under.
Wife: That's how we used to talk to each other. Remember, sweetheart?
Husband: Yes, dear.
Wife: But then Doctor Voort gave us the tools to rebuild our marriage. And now it's perfect.
Maxwell: We're not married.
Husband: Get out now!

Alicia: Hi, I'm Alicia Machado
Fran: The one from Who's The Boss?
Alicia: Oh, no. That's Alyssa Milano

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

Sylvia: [in therapy] At one point, I believe that a daughter has to stop blaming her mother for everything.
Sylvia: [to Yetta] This is your fault!
Yetta: Me?
Sylvia: Yeah. You're the one who kept pushing me to have children. They're nothing but heartache.
Yetta: That's right, Cookie. It's payback time!

Maxwell: [about Fran quitting her nanny job] Would you like me to be there when you tell the children?
Fran: Oh, do we have to tell the children?
Maxwell: I think they'll notice you're missing.
Fran: Just tell them I'm taking a bath?!
Maxwell: Miss Fine, you'll be gone forever.
Fran: Tell them I'm putting on my make-up.

Maxwell: [Maxwell and Fran know Niles and C.C. spent the night together, but Niles and C.C. don't know they know] C.C., I uh, thought you resigned last night.
C.C. Babcock: Oh, can't a girl have a change of heart?
Fran: I think a change of clothes would do you better. Aren't you wearing the same thing you wore yesterday?
C.C. Babcock: Um, yes. Whenever I find something I really love I always buy two and wear it the next day. Haven't you ever noticed?
Fran: No.
C.C. Babcock: Well, get used to it, it's going to start happening a lot.

Fran: [while she is doing C.C.'s hair in the wine cellar] ...Mint Chocolate Chip, Jamocha Almond Fudge, Pralines 'n' Cream. That's it. That's 30. Oh my God, they lied. Why? - 30's a lot. Is 31 so catchy? Oh, wait a minute. I forgot the sherbets. All right, I'll start again. Vanilla, Chocolate...
Chastity Claire 'C.C.' Babcock: [stands up and screams] Stop it!
Fran: You know, this reminds me of when Blair and Tootie got caught in Mrs. Garrett's walk-in freezer. Thank God, Natalie went in for a midnight snack, surprise, surprise.
Chastity Claire 'C.C.' Babcock: These are the topics we can no longer discuss: what Woolite can and cannot do, anyone with the last name "Cassidy", odd-shaped moles on Eastern Europeans...
Fran: All right, OK, but you're really restricting the conversation.

Maxwell: [Fran's helping decorate the tree] Miss Fine, what do you think you're doing?
Fran: I'm putting a tinsel on.
Brighton: [gasps] Not before the lights!
Fran: Did I make a faux pas?
Margaret: Lights go on first, then ornaments, and tinsel is always last.
Grace: Daddy's very anal about decorations.

Niles: [At the end, to C.C] Cheers, CaCa!

Brighton: Oh no! I look like Snap!
Fran: Val once dated a boy who looked like Crackle.
[to Niles]
Fran: Unfortunately, he popped too soon.

Fran: [upon meeting Maggie's boyfriend Michael for the first time] Gee, you look very familiar to me.
Maxwell: Yes. Yes, you do. Are you an actor? Have you read for me before?
Michael: No, I'm a model. I don't read.

Niles: Why can't I be more like him? I'm as smart as he is, as talented as he is. Who came up with this system of the haves and the have nots?
Fran: Uh, that would be the haves.

Fran: [Maxwell's come home drunk] Whew. You're about one hundred proof. Don't light a match.
Niles: Didn't your father ever come home drunk?
Fran: No, we're Jewish. He came home gassy. Come to think of it, we never lit a match then, either.

Uncle: [entering courtroom] I object! I object!
The: What do you object to?
Uncle: The electric doors in the men's room.
The: That's the elevator.
Uncle: [pause] Take the stairs.

Max: Oh Niles, what is it this time? Your job, your weight, no future?
Niles: Well, Sir, I was just wondering why I have no social life but you cleared that right up for me.

Fran: I'll make it simple for you. Children are like a brassiere.
Maxwell: [with a painful look on his face] One part of me says, 'get out the window, quick', and the other part just has to know why.
Fran: Because they divide and separate.
Maxwell: Ah!
Fran: Your mother never told you that?
Maxwell: No. We always thought Mummy should have talked more about her underwear.

Chastity Claire 'C.C.' Babcock: Nanny Fine, I need something at your mother's house.
Fran: What?
Chastity Claire 'C.C.' Babcock: You!

Fran: Come on Niles. You know all about that fancy-shmancy stuff.
Niles: Yes. I'm very proud of my command of both the fancy and the shmancy.

[Grace, Brighton, Maggie and Niles are sitting in a row on a pew in a church, where they have to speak in hushed voices due to the solemnity of their surroundings]
Grace: [to Brighton] Where's Fran going?
Brighton: [to Maggie] Grace wants to know where Fran's gone.
Margaret: [to Niles] What's with Fran?
Niles: [to Maggie] She's gone to confess.
Margaret: [to Brighton with a confused look on her face] She went to play chess.
Brighton: [to Grace] She went to undress.
[Grace is totally confused]

Chastity Claire 'C.C.' Babcock: Tonight, there's a full moon.
[C.C. leaves the room]
Fran: Well, I hope she packed a lot of Nair.

[Fran and Sylvia were getting ready to go to a wedding. Fran is helping Sylvia with a tight new dress, the back of which has a series of criss-crossing spaghetti straps which are digging into Sylvia's skin]
Fran: Oh, I don't know about these straps, Ma. You look like a ham.
Sylvia: The salesgirl said I looked like a dream.
Fran: Maybe Oscar Meyer's.
Sylvia: She should choke on her commission.

Fran: I'm Fran Fine. What's your name?
Jeff: Jeff Sagansky, and this is my daughter, Gillian.
Fran: So, what do you do?
Jeff: I develop shows for CBS.
Fran: Ooh, hah. You know, I'm a nanny, and a lot of people tell me that my life would make a great sitcom.
Jeff: [trying to create a distraction] Stewardess, how many hours left on this flight?!
Fran: You see, I was working in a bridal shop in Flushing, Queens, 'til my boyfriend kicked me out in one of those crushing scenes. Where was I to go, what was I to do? I was out on my fanny, pardon my French.

Margaret: But Chloe said...
Fran: I know what Chloe said, but we'll cross that bitch when we get to it.

Maxwell: [referring to Yetta after a successful business dinner] She was quite the little vixen!
Fran: Yetta... you didn't drop anything under the table and go look for it, did ya?
Yetta: One time. Just to see if I still had it.
Maxwell: [stunned] Oh God. That was you?
Yetta: That was YOU?
Fran: Do you two want to be alone?

[Niles is going to be best man at his friend's wedding]
Chastity Claire 'C.C.' Babcock: Oh, poor Niles. Always a best man, never a man.

Brighton: [Sees Fran coming down stairs in a stunning black leather 'rock-chick' outfit, and assumes she is dressed as a dominatrix] Um, I didn't do my homework.
Fran: [puzzled] Why are you telling me?
Brighton: [nodding] Because I need to be punished.
[Fran gently brushes him off as if to say 'get outta here']

Sylvia: [after Fran tells Val that her mother taught her it's the man who does the courting] Sweetheart, I didn't know what I was saying: it was the sixties, I was taking a lot of anti-acids.

Yetta: Fifty? Please! She's got brassieres older than 50! If she's 50, then I'm... what do ya know? She's 50!

[last line of the last episode/series]
Yetta: This place is gorgeous. Much better than that place you had in New York.

Mrs. Joan Sheffield: Where did you find this delicious shrimp?
Yetta: Oh, I came with her.
Mrs. Joan Sheffield: No dear, I meant the crustacean.
Yetta: Oh, she's my daughter.

Fran: [watching Yetta hack up from her smoking] Oy, Yetta, you sound like you're making espresso over there.
Brighton: All right, all right, I get the point.
Brighton: Oh no you don't, Bube. We're just getting started. Why don't you go visit with Yetta?
Brighton: [terrified, pointing to Yetta] Over there?
Fran: Yeah, where the air is nice and fresh.

Fran: [about her mother and father] One time, she bought this backless dress and he made her return it because it showed too much cleavage.
Niles: Cut too low in the front?
Fran: You wish the front.

Fran: [taking pity on C.C] Aw Miss Babcock Hey, would you like a cup of coffee?
Chastity Claire 'C.C.' Babcock: [takes a sip] That is not coffee, it's gravy!
Chastity Claire 'C.C.' Babcock: [noticing Fran's sympathetic smile] Oh thank you nanny Fine, I miss him so much!

C.C. Babcock: "Ooh, Niles, what's the occasion?"
Niles: It's for you. Congratulations on quitting smoking.
C.C. Babcock: Oh, Niles, when you quit smoking, you have to be very careful not to gain weight.
Niles: Oh really?
[Niles puts a big dob of cream on a cake and slides it to her]
C.C. Babcock: The Last time I quit, I gained 25 pounds
Niles: Eclairs are ready.
C.C. Babcock: I have to get back to work.
[CC carries food with her]
Niles: Yoo-hoo, Ms. Babcock, teatime.

Maxwell: Ah, good afternoon, Miss Fine.
Fran: Good afternoon, Mr. Sheffield. You know, the kids are at school, Niles is shopping. We could... do it.
Maxwell: [tentatively] All right. Hi... Fran.
Fran: [playfully] Hi Max.

Niles: [passing by dancing women on the island] Looking good, Marisol... shake it Miss Babcock.
[C.C. turns around]
Niles: Oh daylight come and me wan' go home.

Fran: [of C.C. Babcock] You know, if she were Jewish, her last name would be Iceberg.

Fran: Did you bring the half a mill?
Charles: C.C., I've been thinking it over and I don't want to give you that much.
Fran: You don't?
Charles: No, I want to double it!
[C.C. moans in the closet, Haste looks at Fran]
Fran: Poltergeist! I got the apartment really cheap, but I can't watch TV.

Chastity Claire 'C.C.' Babcock: My mental health is just a sick game to you, isn't it.
Niles: Rack 'em up, let's play again.

Yetta: Business is important. I, myself am an entremanure.

Maxwell: Niles, may I confess something to you?
Niles: Well, I'm not a priest, sir, but I'm this close to living the life of one.

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

Brighton: Does that mean she kicked him in the...
Maxwell: Goodnight, Brighton!

Chastity Claire 'C.C.' Babcock: [missing Niles terribly] I know everyone thought Niles and I hated each other but that's the only way I can have a relationship. When you really get to know me, I'm not a well woman.

Maxwell: Miss Fine, where's Jocelyn? It's time to give her away.
Fran: Too late, she's already gone.
[Maxwell opens the door to see Jocelyn kissing Lester. Maxwell closes the door and goes back out to speak to Fran]
Maxwell: My God, what did you do?
Fran: I didn't say anything to her!
Maxwell: Did you speak to Lester?
Fran: Oh, I talked to a million people today. You think I remember every Tom, Dick, and Harry?
[Fran goes to the living room where the wedding ceremony is supposed to take place]
Kenny: [to the seated crowd] Uh... Ladies and gentleman. We're experiencing a little technical difficulties. So for your pre-nuptial enjoyment, the comic stylings of Mr. Kenny Keroucan.
Kenny: [confused] Huh?
Kenny: [after Fran quickly urges Kenny to perform his stand-up routine] So... How many of you been bar mitzvahed?
[Nigel follows Fran to the hall, where Maxwell is still waiting]
Nigel: What's happened?
Maxwell: Ah, Nigel. Uh...
Nigel: Jocelyn? Is she all right?
[Nigel is about to open the door to the room where Jocelyn is]
Fran: [excitedly] Don't go in there.
Nigel: Why not?
Fran: Uh... It's bad luck to see the bride before the wedding?
Nigel: [after Nigel opens the door and sees Jocelyn kissing Lester, Nigel slams the door closed behind him] I'll say.

[Talking about Fran's new apartment full of homosexual men]
Maggie: Are there a lot of cute guys at your new apartment?
Fran: Oh, yeah, they're walking right out of the closets.

[Sylvia has been pampering Maxwell]
Fran: I just want to fuss over you like Ma does.
Maxwell: Yes, but if I wanted someone to cook and clean and fuss over me, I've had married Niles.
Niles: [wearing a construction worker outfit] Oh, and you didn't think this look worked for me.

Val: His room is so small and depressing. No wonder he's always going by your room and looking in. He's envious.
Fran: No, he's horny.

Grace: Look Fran, giant Barbie Dolls.
Fran: No Honey, these toys are for boys.

Fran: It's so hard planning a vacation when you're single.
Niles: Yes it's much better when you have a family, so you can haul around their ski equipment and listen to 'Niles get me a brandy' 'Niles get me a comforter' 'Niles go out in the snow for a pizza!'
Maxwell: [entering] Niles...
Niles: WHAT? is that on your shoe?

Maxwell: Nanny Mueller!
Clara: Oh, Maxwell, my liebchen. Look how handsome you've become. You're the image of your father at that age. He had a head of hair just like yours, and then one day, Kojak.

[Maggie's boyfriend, Michael, is an underwear model]
Maxwell: Michael, do you have anything to fall back on when your rear end is no longer supporting you?

[C.C. has just turned down Niles' proposal]
Fran: Oh no, you turned him down because he's not rich? Miss Babcock, why do you always think with your head? What does your heart say?
C.C.: Don't marry a maid.
Fran: Well, what does your liver say? Does that at least say "Can the maid take me out for a drink?"
C.C.: Nanny Fine, what is this sudden interest in my love life? Did I interfere with you and Maxwell? Did I push you two together?
Fran: No, you tried to push me in front of a bus.
C.C.: ONCE, and I apologized!

[Fran has quit her job as nanny and rushed off]
Grace: Um, Dad. If you and Fran split up, who do we live with?
Maxwell: Me, sweetheart.
Grace: Oh!
[Maxwell walks off]
Grace: [sternly and forcefully to Brighton] Find her!

[Fran comes home earlier than expected]
Margaret: I thought you were going to be out shopping all day.
Fran: Well, I finished early. I'm good at it.

Fran: I made you toast in the shape of a horsey.
Grace: What kind of horse is this?
Fran: [takes a bite out of it] A gelding.

Maxwell: When we're in the middle of an argument, why do you always walk out when it's my turn to speak?
Fran: So I don't have to hear you.

Fran: Maybe I should have told Val I'd move into that apartment with her.
Maxwell: Come on, Miss Fine. You live upstairs and you're late for work.

Fran: [after finding out Niles loves C.C. and then watches their usual banter] Who ARE you?

[Sylvia is reading an article in the newspaper]
Sylvia: [reading excitedly] "Miracle soap washes away fat. Shower and shed pounds at the same time."
Fran: Wow, Ma, that's perfect for you. You can use a bar of Dove to get rid of your Dove Bar.

Chastity Claire 'C.C.' Babcock: [Trying to get Niles to leave the room] Don't you have something to dust off?
Niles: [smugly] How about the left side of your bed?

Fran: Niles told me all about your family tree. It's just crawling with mahsuganers.
Maxwell: Translation?
Fran: Nuts. Kooks. Whackos.
Maxwell: My family's demeanor is a vicious rumor.
Fran: Hm-hmm.
Maxwell: Just 'cause my Great Aunt Herminie lived in the gazebo with a giant hoot owl.
Fran: There's the Queen of Normal.

Maxwell: Brighton was caught smoking.
Yetta: Smoking? Bad!
Brighton: But you smoke.
Yetta: Me it doesn't effect, I'm like a horse. But you know what smoking can do to you? Come, let's meet Ethel, phlegm in a hair net!
[drags Brighton off]
Brighton: Oh no, not Ethel! Not Ethel!
[to Maxwell and Fran]
Brighton: I swear I'll never smoke again! Oh God!

Fran: [Val reveals she told her priest about Cher] That putz! Val, was he wearing his collar?
Val: No.
Fran: Val! I told you, if a priest doesn't have his collar on, it's like having their fingers crossed!

Fran: B, what are you doing back? I thought you were going to go roller blading in the park?
Brighton: Oh, I came back. I forgot a vital piece of equipment.
Fran: What?
Brighton: Something that protects a vital piece of equipment.

Fran: [trying to stall] Oh. Look at this. Texas has the death penalty. Boy, they're frying them like chickens down there!

Maureen: What a lovely artifact. Is it Mayan?
Fran: [pointing to Maxwell] No. It's his'n.

Maxwell: Ladies, tell me - what could be better than my new play being nominated for a Tony Award?
Sylvia: Your face on my grandchild.

Margaret: [about her and her boyfriend] It's our eight week anniversary.
Fran: Eight? Already? What is that: lint?

Sylvia: Do I smell banana fritters with fresh fruit compote?
Niles: No.
Sylvia: Could I?

Fran: Niles, let me ask you a question. If you only had one son, and he decided he wanted to play on my grandmother's canasta team, how would you react?
Niles: Oh, I have be in there for this.

Fran: By the way, Niles, what is your family name?
Niles: It's just Niles... Like Cher.

Fran: You know, Miss Babcock, for your information, I just found out: I'm not stupid. I'm *sexy*.
Chastity Claire 'C.C.' Babcock: Nanny Fine, don't sell yourself short. You're both!
Fran: Well, I am smart enough to know I have just been insulted, and sexy enough *not* to care!

Maxwell: I have pulled a major coup.
Fran: Oh well, that will heal itself. But over the next couple of days, sleep on your side and wear boxer shorts.

Fran: Say hello to bachelor number 3!
Maxwell: Oh, not you too!
Fran: What?
Maxwell: I've been bombarded all morning with faxes and telephone calls.
[showing Fran the faxes]
Maxwell: Women who want to date me, women who want to have my children, and this one wants to...
Maxwell: [everyone's shocked] Oh, good gosh!
Niles: [taking the fax] I'll follow up on that one, sir.

Fran: [to Sylvia] The teacher dropped a word that I didn't understand.
Fran: [to Grace] Which one was that?
Grace: Curriculum.
[Fran nods her acknowledgment]
Grace: She said it was broad based, and you said, "What do the boys study?"

[regarding Yetta recently meeting a man and wanting to marry him]
Sylvia: The guy is up to no good. He looks at her and sees dollar signs.
Fran: What, Ma? He's making a deal with the Colombians to move her stash of digitalis? She's got no money.
Sylvia: She gets $200 a month from social security. What do you think he's after-her flat tuchas?
Yetta: She's just jealous because so many men are attracted to me. Even my doctor says I got charisma.
Fran: That's "arrhythmia", Yetta.

Fran: Uh, would Brock by any chance have the hots for me, and, and it would be better for you and your show if I went out with him?
C.C. Babcock: Miss Fine, how could you imply...
Maxwell: Shut-up, C. C. ! Yes, yes, it's true! We're sacrificing you to Brock to close our filthy business deal!
Fran: [Quick pause] All right.
[Walks out of the room, then enters again]
Fran: Uh-oh.
Maxwell: [Both] What?
Fran: A date with Brock, now wouldn't that be mixing business with personal? You know.
[Gestures mixing]
C.C. Babcock: [Glaring at Mr. Sheffield] Maxwell, what is this? And why are you doing it with her?
Maxwell: Oh, just some silly rule I made. What say we forget that rule?
Fran: Oh, no. Rules are rules.
Maxwell: Rules are made to be broken.
Fran: I don't know.
Maxwell: Forget the rules! I hate the rules! New rule! No rules! I want you to mix business with personal. I want you to call Val on my business line. Invite her over, have a party! Here, take my credit card, redecorate the house!
Fran: [Quick pause] All right.
[Walks off]
C.C. Babcock: Maxwell, if you don't mind, I think I'll handle the negotiations with Brock's agent.

C.C. Babcock: [to Fran, while they fight over the checkbook when Fran wants to give Rodney a million dollar loan] Yes, but I'm charge of that too, because... you're stupid!

Niles: What have you cooked?
Fran: [picks up an almost empty pitcher] Juice. Plus I managed to save three muffins that didn't burn.
Niles: What about these with the icing on them?
Fran: Oh don't touch those, that's fire extinguisher foam.

Fran: This room is kind of small, isn't it?
Chastity Claire 'C.C.' Babcock: Why? Are you claustrophobic?
Fran: Oh thank you, now you've put it in my head, and I'm reliving that dressing room at Lowmans... 200 naked women all screaming 'WHERE DID YOU GET THAT?' I clung to my mother's girdle! Dimples, dimples everywhere! And not a single one on the face!

Officer: [on the radio, after Fran yelled that the hostages were ok after a gunshot was heard outside] That's one of the hostages, on the megaphone.
Maxwell: [gloating] That's no megaphone, that's my nanny!

Niles: Back! Back you journalistic spawn of Satan!

Niles: What is the one thing that separates me from all the successful people in this world?
Fran: Success?!

Fran: Come on, Gracie, we're going to the park.
Grace: I'm a little anxious about this whole kite thing.
Fran: Why, sweetie? We're gonna have fun.
Grace: What if I let go of the string and lose it? I'm not good with separations.
Fran: You're not gonna lose it. A kite is like a really cute guy. You give him some slack, let him fly free. Then at the end of the day, you yank his string and reel him back in.
Grace: And then hang him on a hook until you wanna use him again.
Fran: And I'm teaching you?

Fran: [about her disastrous date with Brock Storm] Oh, Mister Sheffield, I hope I didn't screw up your play.
Maxwell: Well, frankly, after the way Brock treated you this evening, I'm not sure I'd care to work with him anyway.
Fran: Oh, too bad. Because now he could really hit those high notes.

Chastity Claire 'C.C.' Babcock: [Talking about Niles' singing] Oh, God, Maxwell that was so good!
Niles: Top tenth thing she says alone in bed.

Grace: [Fran's announced she's marrying Danny] That's odd, your closet's hardly big enough for *your* clothes.
Margaret: He's not moving in with her.
Grace: Well that's not much of a marriage.

Maxwell: Miss Fine, I haven't noticed Grace's new figure since we left Disney World, what happened?
Fran: Space Mountain. Those things are now in another galaxy far far away.

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

[the doorbell rings; an injured Niles slowly makes his way to the front door to answer it]
Maxwell: Oh Niles, there's someone at the door.
Niles: Oh, and I thought another angel got its wings.

Fran: So the nanny gets a bonus, too?
[Niles nods]
Fran: Oh, that's good news, because you know, I really wanted to buy each of the kids something fabulous. But have you seen the cost of fabulous nowadays?
Niles: Please. I can't even afford wonderful. Fortunately, Mister Sheffield is very generous.
Fran: Well, if he thinks that writing a check is gonna make up for his not being here...
Niles: Four figures, Miss Fine.
Fran: Oh, well, glory to the newborn king!

Fran: [Chester has Lamb Chop] Val... don't make any sudden moves.
Fran: [diving at the dog] CHESTER!

C.C. Babcock: [seated at the dining table with a glass of water] So kids, what's new?
Grace: [referring to her pet hamsters that she named after Fran and her father] Miss Fine's having a baby.
C.C. Babcock: What?
[she has no idea it's a pregnant hamster]
C.C. Babcock: Who's the father?
Niles: Why Mr. Sheffield of course.
[C.C. spits out her water]

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

[Niles and Nadine have just been introduced]
Niles: How do you do?
Nadine: I take pills.

Defense: [walking over to Fran, reading the piece of paper on his clipboard] Juror number 2. Sorry, but under 'marital status', does this say 'Divorced'?
Fran: [looking at what she wrote] No. 'Disgusted'.

Grace: Fran, I've been wearing a training bra for about three months now, and what exactly is that it trains them to do?
Fran: You know, honey, you really can't train 'em. Eventually, they'll just get older and go their separate ways.
Sylvia: Funny you should bring this up. Since I started my diet, I went down an entire cup size.
Fran: What cup size did you go down to, Ma? Stanley?

C.C.: This isn't a typical night.
Niles: Yes, you're not home alone sitting on your foot massager watching "Sisters".

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

Fran: Alright kids, everybody grab onto me!
[a man places his hands on her waste]
Fran: NOT YOU, YOU PERVERT!

Brighton: [Watching Brock Storm in "One Day After Another"] God, this is boring. Brock hasn't even moved since the last commercial.
Maggie: Shh. That's because he's in a coma.
Fran: Look, he's gonna drool again.
Niles: The man is a master of bodily fluids.
Brighton: But nothing's happening.
Fran: That's because you don't know how to watch. See how Nurse Judy is clutching the I. V. pole?
Brighton: So she's dizzy.
Fran: So she's pregnant. And Brock's the father.
Niles: I thought he was in a coma.
Fran: Plus he's had a vasectomy. Is that man virile or what?
Grace: What's a vasectomy?
Fran: Uh, it's elective surgery, honey.
Maggie: Like when C. C. went to Switzerland and came back without her thighs.
[Fran looks stunned]
Grace: Did C. C. have a vasectomy?
Fran: [Repressing a laughter] No. No, honey.
Niles: [Smirking] I hear she's given a few.

Yetta: Read me my horoscope.
Fran: Oh, OK. Ah, "Scorpio. Tomorrow, you will awaken..."
Yetta: [excitedly] Whoo-hoo!

C.C. Babcock: [unhappy that Mr. Sheffield has agreed to let Fran pose as C.C. to win over an investor, and doesn't believe it will work] Maxwell, nanny Fine can't possibly pass for me. She isn't in my class.
[Fran looks at herself in a compact mirror to see if she has anything stuck on her teeth]
C.C. Babcock: She doesn't have my breeding.
Niles: [referring to Fran] Well then perhaps she won't lick herself in front of company.
C.C. Babcock: [shocked at Niles' insult] Maxwell are you gonna let him talk to me like that?
Maxwell: [firmly] Yes! You attacked our investor that's bad C.C., very bad!
C.C. Babcock: Maxwell...
Maxwell: Sit!
[C.C. sits on the edge of the desk]
Fran: [to Niles] Is he gonna hit her with a rolled-up newspaper?
[Niles chuckles]

[Fran is reading personal ads to Niles]
Fran: Oh, look, here's a gem. "Young bi-couple, digs snakes, contact Theoni, PO Box 666, no weirdos."

Sylvia: [to Yetta, regarding the man she loves] What were you thinking of? The man is a baby. He's 60 years old.
Fran: Sixty? Yetta, he's not even back in diapers yet.

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

Fran: Oh, I could just cut my tongue out. So if you wanna fire me, do it now.
Maxwell: No, I'm not gonna fire you. Although that offer to cut out your tongue might have some merit...
[pause]
Maxwell: Why, if you told Brighton to jump off London Bridge God... I'm beginning to sound just like my...
Fran: I know! Don't you hate when that happens?

Fran: Oh, cranberries on a string! How beautiful. I wonder who thought of this tradition...
Niles: Probably Ocean Spray.
[Both laugh]

C.C. Babcock: [Arrives, upset at airport delays] What hack travel agent booked that flight?
Niles: Hi, I'm Niles!
[Salutes]
Niles: Fly me!

Fran: Oh, Mister Sheffield, do you really have to go out of town for the holidays?
C.C. Babcock: Yes, he does.
Fran: [Sarcastically] I love the way you throw your voice like that.
Maxwell: I'm afraid I have to, Miss Fine.
C.C. Babcock: [Smugly] It's a very important benefit. We're raising money for the...
[pauses to think]
C.C. Babcock: Who are we raising money for? The poor, right?
Maxwell: Miss Fine, I'd love to be with the family Christmas Day, but I'm afraid I just can't.
C.C. Babcock: We can't.
Fran: [to C.C] You're going, too?
C.C. Babcock: [Smiling with a triumphant look] Uh-huh.
Maxwell: Well, we'll be working the entire time.
C.C. Babcock: Well, I think we'll have time for dinner.
Maxwell: No. No dinner. The only reason I'm going away with Miss Babcock is for charity.
C.C. Babcock: [Offended] Thank you, Maxwell.
Maxwell: Well, you know what I mean.
C.C. Babcock: No. No, I don't.
Fran: [to C.C] What do you need, to be hit over the head?

Maggie: [Meeting her father's nanny] I'm Maggie, Nanny Mueller.
Clara: Well, button up, dear. If Victoria can keep her secrets, so can you.

Maxwell: I am her father.
Fran: And what am I?
Maxwell: You're the nanny!
Fran: [gasps] You called me the N-word! Did you hear that, Niles?
Niles: Do you get the house in the settlement?
Fran: Uh huh!
Niles: Every word!

Chastity Claire 'C.C.' Babcock: [to Maxwell, about her psychiatrist] I don't want to risk offending him. We're on the verge of a breakthrough.
Niles: Oh, good. Maybe he'll find a personality we like.

Fran: Excuse us. Would you mind moving down a seat?
Woman at the Movie: There's two seats there.
Woman at the Movie: Yeah, but we're three. Her date is getting our refreshments.
Man at the Movie: If she's on a date, who are you?
Fran: The chaperon.
Woman at the Movie: Oh, move down for the nuchshlep.
Man at the Movie: Looks too young to be a nuchshlep.
Woman at the Movie: You don't have to be old, you just have to be a loser.

C.C. Babcock: Mmm. Niles, this might be the best cup of coffee you've ever made.
Niles: Well, in honour of our new alliance I must confess this is the first time I've put it in a clean cup.

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

Shari: Thank goodness she's okay.
Lamb: Okay? Speak for yourself! I was practically strangled by a leopard thong bikini!
Niles: Oh. Sorry.

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

Maxwell: Where is she - where's Mother?
Jocelyn: [about Maxwell and Fran's wedding] Oh, she declined the invitation. Seems she despises your fiancée.
Maxwell: What? That's ridiculous. I spoke to her the other day. She said she adores Fran.
Jocelyn: 'Abhors', darling.

Fran: Hi Kenny, what's new, how're your folks, whatcha up to?
Kenny: Hi Fran, not much, they're good, just doing laundry.