Chloe Simpson, a famous supermodel from the 60's, comes to visit Maxwell, an old affair of hers. She talks Maggie into doing some modeling jobs and Fran's worried that Chloe will let her down. C.C. doesn't like Chloe either, which actually brings she and Fran closer. Maggie is hurt, but realizes Fran was just trying to protect her after Chloe storms out of the country, leaving a disappointed Maxwell behind her.
- 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
- Lesley-Anne Down as Chloe Simpson
- Anthony Cistaro as Carlo
- Andy Dick as Bernie/Pepé
- Victoria Hulett as Model
C.C.: (Jealous because Maxwell has invited Chloe Simpson to the Hamptons) Miss Fine, come on down! Have you ever been to the Hamptons? I hear everyone is going!
Fran: (to Maxwell) Excuse me. (to C.C.) Do you need a Pamprin?
Fran: Are ya sure?
- Maxwell was spellbound by Chloe 20 years ago when they dated and she broke his heart multiple times
- When Chloe is leaving the house after giving Maggie the pictures and Fran 'trips' her, you can see that Chloe actually steps over Fran's foot and just pretends to trip.