The Nanny (season 2)


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The Nanny (1993–1999) is an American sitcom tarring actress Fran Drescher as Fran Fine, a charming and bubbly Jewish Queens native who casually becomes the pantyhose-clad nanny of three children from the New York Upper Class.

Fran-Lite [2.1]

 * Mr. Sheffield: First day of school already, huh? Summer just flew by.
 * Fran: Spoken by a man who did not see The Lion King 257 times.


 *  The security guard at night cub: ( asking Maxwell a question) are they with you?
 * Mr. Sheffeild: (Talking about Fran and Val) No, don't know them, Never saw them, Perfect strangers
 * Fran: Mr. Sheffeild
 * Mr. Sheffield: Oh and I might be gay (winks and gives thumbs up to security guard


 * Fran: Honey, you're talking to a woman whose underpants fell off in Bloomingdales.
 * Brighton: What did you do?
 * Fran: I kicked 'em down to the Lancome counter and kept on walking.


 * Fran: To bad she was going to fix me up with her boss. English, Handsome, Rich all right he's got a couple of kids but i could live with that.
 * Mr. Sheffield: Well maybe next time huh.


 * Mr. Sheffield: Careful old man. [talking about Niles dropping a pan]
 * Niles: Oh yes sir you see, i should have used my ovenmitt, instead of this somewat inferior substitution, but i didn't realize i wanted my ovenmitt until i saw them together, then i realised that of course my ovenmitt was exactly what i wanted and goodness gracious it was under my nose the entire time. [looks at Mr Sheffield to see if he got it]
 * Mr. Sheffield: good, glad you found it.

The Playwright [2.2]

 * Brighton: Did you know that if you squeeze coal really hard it turns into a diamond?
 * Fran: Not true. One summer, me and Val went through a whole bag of Kingsford briquettes trying for earrings.
 * Brighton: No luck, huh?
 * Fran: No way, but to this day, I got a handshake like Lou Ferrigno.


 * Fran: Do I sound like I'm coming down with a cold?
 * Niles: Constantly.


 * Jeffrey: (about Maxwell reading his play) He hates it.
 * Fran: What are you listening to him for, he passed on Cats.
 * Maxwell: It was singing pussycat people in a giant garbage can. What would you have done?
 * Fran: Two words, Mr. Sheffield: still running.

Everybody Needs A Bubby [2.3]

 * Fran: (to Yetta) What are you thinking?! This is the Sheffield's house! NO ONE EVER HAS SEX IN THIS HOUSE!


 * Yetta: (commenting on Brighton and Grace) These kids. They got nothing from you!
 * Sylvia: Mom, these aren't Fran's children. Fran doesn't have any children. She's not married. SHE'S ALL ALONE!!!
 * Fran: Louder, Ma. I don't think they heard you IN URUGUAY!!!

Material Fran [2.4]

 * Fran: I tell ya, these personals are such a joke. Look at this: "Single White Female". That could mean anyone from Madonna to Janet Reno. Here's one: "Exotic Good Looks". I'm seeing a depilatory problem... Here's a gem. "Young bi-couple digs snakes. Contact Feoni. P.O. Box 666. No weirdos."


 * Grace: You have no idea how cruel children can be.
 * Fran: Honey, I've had this voice since the second grade. Need I say more?

Curse Of The Grandmas [2.5]

 * Fran: Does anybody know what today is?
 * Niles: Another one of your colorful holidays involving plagues?


 * Niles: Think back, sir. One year ago today, someone's spiked heel dug its first gibbet into the parquet floor.
 * Mr. Sheffield: Weren't you going to get that fixed?
 * Niles: Come closer. One year to the day since we first learned: "If it ain't half-off, it ain't on sale."


 * Mr. Sheffield: C.C., maybe you can help shed some light on this. I mean, you're a woman.
 * Niles: I'm still waiting for the DNA results, sir.


 * Mr. Sheffield: Maybe I can pick something up at Bloomingdales. [about buying flowers for Fran]
 * C.C: But Maxwell, we have to get to the airport, you're not gonna miss this ceremony, I can't walk down the aisle alone!
 * Niles: I say prepare for the inevitable. [slams door in C.C.'s face as she turns around angry]

The Nanny Napper [2.6]

 * Mr. Sheffield: This woman, my nanny, is accused of a crime that I can assure you she didn't commit.
 * Sergeant: Prostitution?
 * Fran: I'm not a HOOKER! I'm a kidnapper.


 * C. C.: Before Nanny Fine, we didn't have to step foot into a place like this.
 * Hooker: C.C. girlfriend, gotcha again huh?
 * C.C.: You must have me confused with someone else. (to Mr. Sheffield) I have never seen her before in my﻿ life.
 * Hooker: Oh, is that your game? That's cool, just stay off of 2nd Avenue, Leon is looking for you.
 * C.C.: Maxwell, I swear!
 * Niles: [to the hooker]: Here you go. (gives the hooker money)
 * Hooker: That good for you?
 * Niles: Oh, it was wonderful. I could do it again and again.

A Star Is Unborn [2.7]

 * Maggie: Say, some of the kids are going to the Hamptons for the weekend.
 * Fran: Oh, great! Will there be boys there?
 * Maggie: Um... Maybe a few.
 * Fran: Fun! Parents? Ah! Who cares? They'll just get in the way anyway. Go! Have a blast! We don't even have to tell your father.
 * Maggie: Really?
 * Fran: Sure! And when I'm fired and you're in the convent, we'll write each other letters and laugh about this.


 * Fran: You know what I think? You're jealous because Phillipe discovered something that was right under your nose.
 * Mr. Sheffield: And what would that be exactly?
 * Fran: My star quality!
 * Mr. Sheffield: That's rather like discovering the atomic bomb. Sounds good in theory but millions will suffer!


 * Mr. Sheffield: I KNEW IT! I knew she had no talent!
 * C.C.: People will be walking off in the middle of her performance.
 * Niles: Just like one of your dates.

Pinske Business [2.8]

 * [Fran walks in in a svelte black number]
 * Maggie: Wow, Fran, you look so hot in that dress!
 * Fran: Uh-oh, I'm supposed to look like Ms. Babcock. I tried to dress conservatively. Niles, can you picture Ms. Babcock in this dress?
 * Niles: Not if I ever want to function as a man again.


 * Fran: Okay, Niles, I'm off to be Ms. Babcock. Help me get into character. Hit me with your best shot.
 * Niles: Oh, no, Ms. Fine. I couldn't possibly.
 * Fran: C'mon! Hello, hello, I'm C.C. Babcock, off to go to work.
 * Niles: In your usual corner? [Stops] I'm sorry, Ms. Fine. Don't make me do this.
 * Fran: I'm Ms. Babcock and I'm off to get money from a man.
 * Niles: Don't forget your change belt. [Stops again] I hate myself... Do it again.
 * Fran: No, I have to go.
 * Niles: Oh, c'mon, one more, I'm hot!
 * Fran: All right and I'll make this one easy. Niles, get me a drink. I'm dog-tired.
 * Niles: [Thinks hard]
 * Fran: C'mon... I don't hear anything... Niles, get a life. [Leaves]
 * Niles: I got it! I got it! [Shouts out by the driveway] I'll leave the lid up on the toilet bowl! [Apologetically] Officer.

Stock Tip [2.9]

 * Fran: Honey, I think you should hike up your pants a little bit.
 * Brighton: No, Fran, this is cool.
 * Fran: No, honey, this is the Maytag repair man.


 * Fran: Maggie, who does Ms. Babcock hate more, me or Niles?
 * Maggie: Whoa! God, this is hard. She hates both your guts.
 * Fran: Yeah, but I make her nauseous.
 * Niles: I make her drink.

Whine Cellar [2.10]

 * Brighton: This will be a great party. A bunch of 60-year-old ladies pinching my cheeks.
 * Maggie: Learn to love it. That's as close to a woman as you'll ever get.

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 * [Fran and C.C. are locked in the wine cellar]
 * C. C.: 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, okay, but you're really restricting the conversation.

When You Pish Upon A Star [2.11]

 * C. C.: What do I have to do to please anyone around this house?!
 * Mr. Sheffield: [Warningly] Niles...
 * Niles: But, sir. Fish gotta swim.
 * Maxwell: Control yourself, man.
 * Niles: Very well, sir. [as C.C laughs] Lemon? [Squeezes lemon into C.C's eye]

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 * C.C.: If we've got Jack, we got a success. I'll bet my reputation on it!
 * Niles: Oh, I'm sorry, there's a $5 minimum.
 * [As Niles turns around, C.C. takes her lapel pin and jabs Niles in the backside with it]
 * Niles: AHH!

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 * C.C.: Nanny Fine, you're alone with the kid for two minutes and he wants to quit show business?!
 * Niles: If only we could put her in a room with Tori Spelling.
 * C.C.: I could kill you. I could rip out your heart with my bare hands!
 * Fran: ...She doesn't have a key to the house, does she? Oh, Mr. Sheffield, maybe it's all for the best.
 * Mr. Sheffield: No, it is not all for the best, Miss Fine; it is not all for the best at all!
 * Fran: But you yourself said that the kid was a pain in the butt!
 * Mr. Sheffield: Alright, Miss Fine, let me see if you can follow this, hmm? Sky: blue! Fire: hot. Actor: pain in the butt! You are going to rectify this situation.
 * Fran: Wow, that sounds painful...
 * Mr. Sheffield: You are going to march yourself upstairs, put on something smashing, take him to the best restaurant in town and order the most expensive thing on the menu!
 * Fran: Well, all right. But I'm not taking the limo!
 * Mr. Sheffield: Oh, yes, you are!
 * Fran: Slave driver! [Leaves and returns] But there is no way you are buying me a new dress!
 * Mr. Sheffield: Oh yes— [Realizes what's going on] GET OUT!
 * Mr. Sheffield: Oh yes— [Realizes what's going on] GET OUT!

Take Back Your Mink [2.12]

 * Fran: Niles, did my mother call?
 * Niles: Well, I'm not sure. There was one call. A sob, a sigh and a long plaintive "oooooooyyyy."
 * Fran: Either that's her or AT&T is really depressed that we switched to Sprint. I can't believe she would stoop to prank guilt calls.
 * Niles: How low can she go?
 * Fran: You're talking about a woman who can grow a tumor on command.

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 * Niles: This should be quite a dinner. Miss Fine not speaking to her mother, Miss Margaret not speaking to you. That'll leave the bulk of the conversation to you and Sylvia.
 * Mr. Sheffield: Oh, God.
 * Niles: Oh, sir, it won't be that bad. You'll tell her how you got started in theater and she'll tell you how she removes unwanted hair.

The Strike [2.13]

 * Fran: [Seeing C.C. on the floor] Cheers! Must be 5 o'clock somewhere.
 * C. C.: I haven't been drinking, Nanny Fine. I just slid off the couch.
 * Fran: And Ted Kennedy's nose is just sun-damaged.

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 * Fran: Just for the future, Mr. Sheffield, when the kids say: "Fran said no", that's the big robot going: "Danger, Will Robinson!"
 * Mr. Sheffield: You know, I could have stayed in England.
 * Fran: I'll make it simple for you. Children are like a brassiere.
 * Mr. Sheffield: [With a pained look on his face] One part of me says, "Get out the window, quick!" But the other part just has to know why.
 * Fran: Because they divide and separate.
 * Mr. Sheffield: Ah!
 * Fran: Your mother never told you that?
 * Mr. Sheffield: No, but we always thought Mummy should have talked more about her underwear.

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 * Sally: Max what are we really talking about here, I mean in one word.
 * Mr. Sheffield: Support.
 * Sally: Good, Fran in one word.
 * Mr. Sheffield: One word? (Laughs) Good Bloody luck (Continues to laugh and smile, Looks at Fran then looks at Sally and the Audience and nods his head)
 * Fran: Hey mister (Max looks at Fran while still smiling) they had to turn the music on to get you off the stage at the Tony awards (Fran points at Max and makes a talking motion with her hand, Max takes a deep breath and looks at Fran then the audience)
 * Sally: Kids, Maxwell will you at least concede that perhaps you could have been a little bit more sympathetic to Fran's feelings on the Picket line?
 * Mr. Sheffield: Well I suppose I, maybe i Might could have been (making faces the whole time)
 * Fran: I missed that Sally your gonna have to send me a transript
 * Mr. Sheffield: Well look it was a very important night for me, your important to me, ergo i wanted you there
 * Fran: Ergo, who's ergo? (Max looks at Fran)
 *  Woman in the audience: Sally Sally, Girlfriend, Did you hear what the man just said? he said your important to him.
 * Fran: (looking at Max) it that what you said?
 * Mr. Sheffield: (looking at Fran) Yes
 * Fran: Well why can't they just communicate, you know if we were running the world (referring to women) there would be no wars, Right girls? (all the women in the audience agree).
 * Mr. Sheffield: But because, because there would be so much bloody talk there would be no time for war, isn't that true gentlemen? (nobody in the audience agree's with him except Niles and Brighton)

I've Got A Secret [2.14]

 * Fran: What did I tell you about snooping?
 * Grace: That there should always be a lookout.
 * Fran: Good! Go wait in the hall.

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 * C.C.: oeh, i have located the black box [holds up some kind of computer] i can't believe he just leaves it lying around [Fran squeals, Maxwell walks in and Fran quickly sits on a drawer]
 * Fran: Miss Babcock...Babs baby [Maxwell stands next to C.C.]
 * C.C.: ssshhh
 * Fran: Babi honey
 * C.C.: No it's alright i do this all the time [Fran makes a face as Maxwell looks shocked] how do you think i now were he is every minute? Now what was his password?
 * Mr. Sheffield: Busted?
 * C.C.: No Maxwell would never [turns] oeh, Maxwell i uh was just looking for the [mumbles something] file and i just rememberd where i left it [walks out]
 * Mr. Sheffield: Stay out of the guestroom! [C.C. quickly walks the other way]
 * Mr. Sheffield: So what brings you here, Miss Fine? [sits on his desk]
 * Fran: Oh, nothing.
 * Maxwell: Children are doing well?
 * Fran: Uh huh.
 * Maxwell: Household running okay?
 * Fran: Oh yeah.
 * Maxwell: Anything on fire?
 * Fran: No, no.
 * Maxwell: Then get out!

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 * Fran: What?
 * Maxwell: I was just thinking...before you came into my life, I never had the need for an emergency transvestite.

Kindervelt Days [2.15]

 * Mr. Sheffield: Niles, get that hideous thing off the terrace, would you?
 * Niles: [To C.C.] Mr. Sheffield wants you to get off the terrace.

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 * Erik: Don't you have a big reunion tomorrow night?
 * Fran: [Swooning] Yeah...
 * Erik: Well, I'm the hombre who's taking you.
 * Fran: Oh, my God! This is amazing! This is like a dream! How could this be?
 * Grace: We told him how desperate you were.
 * Fran: [Still ecstatic] Oh, THANK YOU!!

Canasta Masta [2.16]

 * Mr. Sheffield: So, Ms. Fine, back from the batting cages. How did my boy do?
 * Fran: Well... He made contact with the ball. And, er, he'll have a great career if the Bee Gees ever get back together.

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 * Fran: I can't wait to hit the buffet tables in Atlantic City. He's got a safari jacket with 40 pockets in it. We won't have to order room service.

The Will [2.17]

 * Fran: Honey, to you, Brighton's an obnoxious brother. But to other little girls, he's 79 pounds of pure stud muffin.
 * Grace: Ew!

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 * C. C.: Niles, pour me some more tea.
 * [She places her empty mug on the counter. Niles ignores her and continues chopping vegetables]
 * C.C.: I want some more tea, Niles. [Niles continues to ignore her.] You are a butler, now buttle!
 * [Maxwell enters the kitchen. C.C. doesn't notice, but Niles does.]
 * Niles: Would you like some tea, Miss Babcock?
 * C.C.: You know damn well I want some more tea, you imbecile, now pour!!
 * Mr. Sheffield: C.C.!
 * C.C.: Maxwell!
 * Mr. Sheffield: Don't speak to Niles like that; poor man isn't a mind-reader!
 * C.C.: But... But, Maxwell—!
 * Niles: [pitifully] Oh, it's alright, sir. Perhaps my hearing isn't what it once was. Forgive me.

The Nanny Behind The Man [2.18]

 * Fran: Mr. Sheffield, the only thing that Andrew Lloyd Webber has that you don't is a middle name.
 * Mr. Sheffield: I've got a middle name.
 * Fran: Well, there you are! What is it?
 * Mr. Sheffield: Beverly.
 * Fran: Moving on.

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 * Yetta: Dak and I are a match made in heaven. I like dark meat, he likes light. I could hear the movie, he could see it. I've got a right lung, he's got a left... Thank you for introducing us. Most guys my age are senile. [exits dining room] I'll be in the gift shop.

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 * 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.
 * Mr.Sheffield: Oh my god...that was you?
 * Yetta: That was you?
 * Fran: Do you two want to be alone?

A Fine Friendship [2.19]

 * Niles: Oh dear. That was the last apple.
 * Mr. Sheffield: Oh, I'm sorry, old man. Did you want it?
 * Niles: Well, yes, sir, but I didn't realize I wanted it until someone else had sunk his teeth into it and now it's too late. It was right there in front of me. If only I snatched it up when I had the chance, I wouldn't have this aching hunger.
 * Mr. Sheffield: Good God, man, have a bloody pear!
 * Niles: Oh dear. That was the last pear.
 * Fran: Oh, I'm sorry. Did you want it?
 * Niles: Well, yes, but I didn't realize I wanted it until someone else had sunk his teeth into it.
 * Fran: You snooze, you lose.
 * Fran: You snooze, you lose.

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 * Kurt: Listen, I haven't seen this soap in seven months. Catch me up.
 * Fran: Well, they're still at Erica's party...

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 * Fran: Alright while your here, do you think I should take this back [holds up a sparkly top, not noticing that she isn't wearing a shirt]
 * Mr Sheffield: Uh, I think you should put it on...
 * Fran: No, I already had it on, it flattens out my br-. [notices she's in her bra and screams] Mr. Sheffield! Why didn't you say anything?!
 * Mr Sheffield: Well, I uh...I didn't notice!
 * Fran: You didn't- you know now I'm beginning to wonder about you to! [gets stuck in her shirt] Oh I can't get it on, I'm stuck, help me.
 * Mr Sheffield: Oh, relax Miss Fine we'll get it on [Niles walks by and stares with shock as Maxwell tries to take her shirt off]
 * Fran: Oh Mr. Sheffield I'm so hot!
 * Mr Sheffield: I can't do this standing up, just...just get on the bed! [sits her down on the bed and sits on top of her]
 * Mr Sheffield: [ gets it off and she falls on the bed, his mouth falls open in shock as he looks up and sees Niles, Fran notices too]
 * Niles: ...If you let me tell Miss Babcock about this, I'll work free for a year.

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 * C.C.: [walks in the kitchen, Niles is writing something] Well, I couldn't be happier that Nanny Fine finally found a man. Oh, what are looking so smug about?
 * Niles: Oh, just an incident in Miss Fine's room last night.
 * C.C.: With her and Kurt?
 * Niles: No, with her and another man.
 * C.C.: Ooo, I love it. Tell me, tell me!
 * Niles: Oh no, I couldn't possibly. I swore I wouldn't say a word. [rips off a note] Read this.
 * C.C.: [reads the note] ...WHY?! [her head falls down on the counter] I wanna die!
 * Niles: There, there, [puts a knife into her purse} now don't do anything rash... [Maxwell walks in]
 * Mr. Sheffield: Hello C.C.
 * C.C.: You animal! [walks out]
 * Mr. Sheffield: Niles?!
 * Niles: [innocently] Sir?
 * Mr. Sheffield: You didn't say anything to Miss Babcock about last night, did you?
 * Niles:[innocently] No, you told me not to.

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 * Mr. Sheffield: (looking closely at a picture) Aha, just as i thought, Kurt's teeth are capped.
 * C.C.: What?
 * Mr Sheffield: I'm not making it up, look, look you can see the little ridges. (holds the picture to her face)
 * C.C.: Maxwell, what is wrong with you today? If you're not gonna pay any attention to me, i might as well just go home.
 * Niles: (opens the window and wistles) TAXI?

Lamb Chop's On The Menu [2.20]

 * [Lamb Chop freaks out when C.C. walks in wearing a wool coat]
 * C. C.: What did I do?
 * Fran: Ms. Babcock, your coat. New Zealand Lamb?
 * C.C.: So?
 * Fran: Maybe she had people there?!
 * Mr. Sheffield: Take. It. Off.
 * Niles: Three words she doesn't hear often. [Niles & Lamb Chop fist-pump together]
 * C.C.: Niles, isn't that sweet? You're bonding with the sheep. Not the first one, I'm sure.
 * Niles: Bravo. You win. Every dog has her day.

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 * Niles: Incoming! [Holds open the door for Shari while still holding a laundry basket]
 * Shari Lewis: Thank you very much, Niles.
 * Niles: Mmm-hmm.
 * [Niles lets go of the door, as it swings closed, a thump is heard]
 * C.C.: Oof! [Opens the door, holding her head] Didn't you see me?!
 * Niles: What's your point?

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 *  Lamb Chop: (to Maxwell) My room later (licks Maxwell's ear and maxwell being shocked grabs his ear and stands up beside Fran)
 * Fran: (to Maxwell) Better wear a rubber glove (maxwell gets a shocked look on his face when Fran says that)

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 * Fran: Well, I said it. I knew you'd find some way to blame it all on me.
 * Niles: [eavesdropping, from outside] Yes, she did, sir.
 * Fran: But I've got a plan.
 * Niles: Yes, she does, sir.
 * Fran: And as you know, my plans never fail.
 * [She waits for a response, and then elbows the door.]
 * Niles: [bursts into laughter]

Close Shave [2.21]

 * Fran: Excuse me, I need a doctor.
 * Nurse: What are your symptoms?
 * Fran: I'm 30 and still single.
 * Nurse: That's funny... 30!

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 * [Fran is sitting in a hospital room; the telephone rings and Fran looks suspicious]
 * Fran: [suspiciously] Hello?... Ma, how did you find me here?... Well what's the emergency?... Ma, Mike Douglas isn't on Channel 4 because they cancelled him 22 years ago! Would you spring for a new TV Guide?

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 * ''[Fran, disguised as a nurse, is forced to shave an unconscious Maxwell for an emergency appendectomy. She applies the shaving cream and is nervously "spreading" it when Niles walks in on her]
 * Niles: Bucking for a raise?

What The Butler Sang [2.22]

 * Fran: My sister has always wanted everything that I've had. My clothes, my toys. Once, I actually got a shag haircut just because I knew she'd look lousy in it. Took me twelve weeks to grow out but she looked like Cousin Itt.

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 * Mr. Sheffield: You're off your bloody rocker, you know that? Thank God you're not operating heavy machinery, just raising my children.

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 * Mr. Sheffield: Well congratulations Miss Fine, you were right about your sister. Is there anyone in your family that isn't a complete lunatic?
 * Fran: Hey! I'll have to get back to you with that one, but hey!

A Kiss Is Just A Kiss [2.23]

 * Maggie: Pamela Chapman's so gorgeous, even her mother hates her.
 * Fran: Sweetie, you've gotta have more self-confidence. All of those over-developed girls just peak in high school.
 * Val: Yeah, remember that girl from our school who was so beautiful and so popular that everyone thought she would own the world. Then her fiancé dumped her, she got fired from her job and she wound up working as a na— [stops]

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 * Mr. Sheffield: No what i want right now is to be in a pub with my hands wrapped around a tall larger
 * Fran: A larger? Do the kids know that you're considering an alternate lifestyle?
 * Mr. Sheffield: It's a beer, Miss. Fine.
 * Fran: Oh well speak english
 * Mr. Sheffield: If you had absolutely no intention of going through with this album cover in the first place. What are we arguing about?
 * Fran: Well i have no idea i can't shake the image of you picking up Paul Bunyan in a bar
 * Mr. Sheffield: God, it would be easier to have them raised by wolves.

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 * Mr. Sheffield: Ms. Fine, I heard about the contest and I just can't bear the thought of you feeling badly about yourself.
 * Fran: Thank you, Mr. Sheffield. That's awfully sweet of you but, really, there's nothing you can say or do that's gonna make me feel any better.
 * Mr. Sheffield: Well then, I suppose I'd be wasting my breath if I told you no girl could possibly be a match for a woman like you.
 * Fran: I'd give it a shot.
 * Mr. Sheffield: I think you are one heck of a kisser... I can't remember being kissed like that... With such passion, such abandon, such... suction.
 * Fran: Well, Danny used to call me his little Dirt Devil.
 * Fran: Well, Danny used to call me his little Dirt Devil.

Strange Bedfellows [2.24]

 * Fran: Niles, look at the cake for my friend Mona's retirement party.
 * Niles: It's beautiful.
 * Fran: It's plaster of Paris.
 * Niles: Why would anyone buy a fake cake?
 * Fran: Because I'm gonna take it out of the box, they're all gonna ooh and aah and then say: "No thanks, I'm on a diet". This way, I can use it again plus I can carry it on the bus [under my arm].
 * Niles: You do know there's a piece broken off the side?
 * Fran: I know. I had it at my mother's not ten minutes. She said it's dry but if you dunk it in Sanka, it's delish.
 * Fran: I know. I had it at my mother's not ten minutes. She said it's dry but if you dunk it in Sanka, it's delish.

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 * C. C.: [Sees Maxwell and Fran in bed] AHHHHHHH!!!!
 * Mr. Sheffield: [jolted awake] C.C.? What the devil are you doing in here?
 * C.C.: What am I doing in here?? Wh-what is...SHE doing in here?!
 * Mr. Sheffield: [Sees he's in bed with a woman] Oh...[Looks to see who it is] Ahh! Ms. Fine!
 * Fran: [Stirs awake, looks at Maxwell sleepily] Oh, I'm having that dream again...[Reaches out and touches Maxwell's cheek, realizes it's actually him] AHH! MR. SHEFFIELD! [Gathers the bedsheets around herself while scrambling out of the bed] WHAT ARE YOU DOING IN–[Looks around] your room?
 * Niles: [To a wide-eyed, shocked C.C.] Happy Birthday to you, Happy Birthday to you.
 * Mr. Sheffield: WOULD YOU ALL KINDLY GET OUT OF MY ROOM?!
 * Niles: [Follows a still shocked C.C. out] Happy Birthday, Ms. Babcock...

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 * Fran: Listen I can't really explain it, but all I know is that the next morning my ears always itch. (Maxwell looks confused) Oh what, like you don't have a thing?
 * Mr. Sheffield: Alright, I sing.
 * Fran: Any particular song or do you just scat? (eating a scone)
 * Mr. Sheffield: (sighs) "Georgy Girl".
 * Fran: Really? Jee I've been working here for two years and never once heard ya sing- (realizes, Maxwell looks at her annoyed) Eeeh, great scones.
 * Mr. Sheffield: After all nothing happened right?
 * Fran: Right. (They smile, and both walk to opposite sides of the wall, both looking in a mirror)
 * Mr. Sheffield: (starts to sing while Fran itches her ears) "Hey there, Georgy girl, what a nice day to-" (both realize)
 * Mr. Sheffield: (starts to sing while Fran itches her ears) "Hey there, Georgy girl, what a nice day to-" (both realize)

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 * Mr. Sheffield: I want to take care of you for the rest of your life.... It would give me great pleasure if you would...
 * Fran: [Excited] Yeah? Yeah?!!
 * Mr. Sheffield: ...let me buy you a condominium.
 * Fran: Huh?
 * Mr. Sheffield: For your retirement.
 * Fran: A condo?! That's what you want to give me for my future?!! I have never been so— Would it include carpet and plantation shutters?
 * Mr. Sheffield: Yes, of course.
 * Fran: Pets okay? 'Cause I probably want a cat.
 * Mr. Sheffield: Whatever you want. So... happy?
 * Fran: [Strangely satisfied] Yeah.
 * Niles: [Overhearing, shaking his head] Oy! This is gonna take forever.

The Chatterbox [2.25]

 * [When Niles serves CC a plate of breakfast]
 * C. C.: Niles. My eggs are all dried up.
 * Niles: The gene pool is safe.

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 * Mr. Sheffield: C.C., tell me, did you have one of these "Sweet 16's"?
 * C.C.: Oh, please, all those little snot noses trying to outdo each other! I didn't want one.
 * Fran: No friends?
 * Niles: None.

Fran Gets Mugged [2.26]

 * Brighton: I feel terrible. I should have defended you yesterday but I totally wimped out.
 * Fran: Oh, sweetie... sweetie, listen. All you did was pass out, puke, and pee in your pants. You were in Central Park. You fit right in.

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 * C. C.: (pushing Brighton past Mr. Sheffield's office) Ask yourself punk, do you feel lucky?
 * Mr. Sheffield: What's all that about?
 * Niles: Oh, the expert is teaching Brighton how to repel a man.