C.C.'s desperate attempt to bond with the children results in Grace running away to Fran's house in Flushing after C.C. tells her that Fran only likes her because she is paid to do so. Fran takes Gracie to her cousin's wedding and tells C.C. never to mess with her children again.
- Fran Drescher as Fran Fine
- Charles Shaughnessy as Maxwell Sheffield
- Daniel Davis as Niles
- Lauren Lane as C.C. Babcock
- Nicholle Tom as Maggie Sheffield
- Benjamin Salisbury as Brighton Sheffield
- Madeline Zima as Grace Sheffield
Special Guest Star
- Renée Taylor as Sylvia Fine
- Blake McIver Ewing as Robin
- Allen Bloomfield as Uncle Myron
- Lila Garret as Ladie in Ladie's Room
Fran: You're a wonderful woman, and I wish you well, but if you ever hurt my kids again, they'll be wiping your blue blood off the walls. And I mean that in the nicest possible way.
Maxwell: Miss Fine, the children were counting on going to the zoo.
Fran: Well, Miss Babcock can still take them.
Gracie: This is just how my nightmare started...
Gracie: I ran away. I took a limo.
Fran: (to Sylvia) I ran away, I took a banana.
Fran: (Zipping Sylvia into a too tight dress with six interlaced straps) Oh, I don't know about these straps Ma... ya look like a ham!
Sylvia: The salesgirl said I looked like a dream.
Fran: Maybe Oscar Mayer's.
Fran: 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, I just slept on it wrong.
Fran: Who sleeps on a tooth? (To Grace) Unless you're waiting for a fairy. (To Maxwell) Now open up, let me take a look.
Maxwell: Miss Fine, it's my mouth and I reserve the right to keep it shut. An option you might consider from time to time.
C.C.: Maxwell, I adore children. It's a natural thing, a female thing.
Niles: I hear some females eat their young.
Fran: (shouting) MR. SHEFFIELD, MISS BABCOCK'S HERE!!!!!
C.C.: Nanny Fine, please. They've already freed Willy.
Gracie: I wanted to see the petting zoo.
C.C.: Well we would've been able to if your sister didn't have to go to the bathroom every 15 minutes. I swear her bladder must be the size of a walnut.
Maggie: Fran says it's not small, it's just tilted.
Gracie: I don't want to go to the Zoo. I had nightmares about fangs, claws and snarling.
Maggie: Gracie, they keep the animals in cages.
Brighton: (to Maggie) She's talking about C.C.
Gracie: So you don't just do it for the money?
Fran: Believe me, but the time they take out State, and Federal, and FICA, its a labor of love.
Fran: Its true, I do get paid for taking care of you, but I don't get paid extra for loving you and I do love you.
Gracie: I love you too
- In this episode Brighton says he's ten. Later in this season Fran will say he's twelve. Though it is possible for Brighton to have celebrated a birthday between this episode and the end of the season, he couldn't have aged two years.
- When C.C. enters the house from the zoo, she has a peacock feather on her. The feather disappears on the next shot.