It's mothers day and while Mr. Sheffield tries to keep the children's minds away from their mother, Fran pushes him into remembering Sara. Fran and Gracie enter a mother and daughter beauty pageant, but when a fellow contestant tries to bump them out of the contest, Gracie runs home crying. Fran thinks it's because she remembered her mother, but instead Gracie says it's because she doesn't. After a few words from her father, Gracie and Fran are back on the contest and even beat Patti LaBelle herself! As a surprise gift, Max prepares a tape with Sara playing with the kids, which brings Gracie some memories of her mother.
- Fran Drescher as Fran Fine
- Charles Shaughnessy as Maxwell Sheffield
- Daniel Davis as Niles
- Lauren Lane as C.C. Babcock
- Nicholle Tom as Margaret Sheffield
- Benjamin Salisbury as Brighton Sheffield
- Madeline Zima as Grace Sheffield
- Renee Taylor as Sylvia Fine
- Ann Morgan Guilbert as Yetta Rosenberg
- Rachel Chagall as Valerie "Val" Toriello
- Sylvia Drescher as Young Sylvia (uncredited)
- Bess Armstrong as Sara Sheffield (uncredited)
- Kimberly Ali as Patti's Daughter
- Madison Wright as Betty Jo
- Miriam Flynn as Country Club Manager
- Leann Hunley as Barbie Jo
- Patti LaBelle as Herself
Quotes and Trivia
Maxwell: Sweetheart, can we talk to you for a minute?
Grace: No, I'm busy. (brushes her doll's hair)
Fran: You're doing a beautiful job there, except Ollie's beginning to look like Sinead O'Connor.
Maxwell: Sweetheart, I made a mistake. I should never have let you into that pageant and...
Fran: Oh, no no no no. It's all my fault, your father didn't want us to enter but I wouldn't listen. I was just too busy talking. I do that sometimes, I just talk and talk and talk and I...
Maxwell: Miss Fine?
Maxwell: You're doing it.
Fran: Oh right. Well I'm gonna stop now. The talking, not the listening. The listening I'm gonna keep on doing. It's the talking I'm gonna stop. Okay, I've stopped. Go ahead.
Maxwell: Thank you. Sweetheart. I do understand how you feel. All those other girls with their mummies, it just reminded you how much you miss yours.
Grace: But that's what's wrong. I don't miss her.
Maxwell: You don't?
Grace: No I... I don't remember her.
Maxwell: Oh. Ooh. Gracie, oh come here. (Maxwell sits down and takes Gracie on his lap)
Grace: Brighton and Maggie do. But I can't. Is that bad?
Maxwell: Oh no. Of course not, sweetheart. They're older than you.
Grace: How come you never talk about her?
Maxwell: Well, because sometimes, it's very difficult for daddy.
Grace: Oh, you can't remember her either?
Maxwell: Oh no sweetheart, I remember everything. I remember the first time I saw her, I remember her sweetness and her laugh. And I especially remember how much she loved you.
Grace: She did?
Maxwell: Oh, more than anything and I should never have let you forget that. I was just trying to protect you and I suppose myself. Can you forgive me?
Grace: It's okay, daddy. (Maxwell kisses Gracie's temple and Fran blows her nose and sniffles)
Fran: Well at least now you two can remember her together.
Grace: Do you think that mommy would want me to be in the pageant?
Maxwell: I think she would want whatever you want.
Grace: I wanna do it. (gets up from bed) Me and Fran are gonna kick some country club butt. (drags Fran out of the room)
Fran: Oy, I don't know where she gets these things.
Brighton: Aren't you ever gonna take that stupid sash off?
Maggie: Oh leave her alone. How many times in your life do you become first runner up in a beauty pageant?
Fran: Counting this one: 12.
Barbie Jo: I'm telling you, this woman should not be allowed to compete in the pageant. She's a fake!
Fran: I'm a fake? Let she who is without silicone cast the first stone.
Grace: I can knit a sweater.
Fran: I can fill it better.
Gracie: I can do most anything.
Fran: Can you make a pie?
Fran: Neither can I.
- If you look when Fran puts in the tape that Mr. Sheffield gives her, you can see the white reels on the bottom of the tape, meaning that she put the tape in upside down.