Fran's friend Mona is retiring, and Fran sees parallels between their situations and struggle with her possible future roles after the children are grown. Fran draws comparisons and becomes terrified by the fact that Mona does not seem to have anywhere to go but back to her mother and grandmother, with few prospects or opportunities. Meanwhile, C.C.'s birthday is coming up, and only Niles remembers, while Maxwell is suffering from a cold and spends the day knocked out by his medicine. Fran attends Mona's retirement party and returns home a little drunk, ending up passed out in Maxwell's bed, a scene which Niles gleefully shows to C.C. as her "birthday present". Mona's boss proposes to her after her retirement party, and Maxwell assuring Fran that he will "take care of [her] for the rest of [her] life" leads her and Niles to believe he will also propose, until he reveals he has bought her a retirement condo, much to Fran's disappointment and Niles' exasperation. At the end of the episode Maxwell and Fran simultaneously realise that they had sex while intoxicated.
- Fran Drescher as Fran Fine
- Lauren Lane as C.C. Babcock
- Daniel Davis as Niles
- Charles Shaughnessy as Maxwell Sheffield
- Nicholle Tom as Margaret Sheffield
- Benjamin Salisbury as Brighton Sheffield
- Madeline Zima as Grace Sheffield
- Tyne Daly as Mona
- Irene Olga López as Lupe (credited as Irene Olga Lopez)
- Adeline Drescher as Addie
- It's never explicitly stated but, the nightgown that Fran wears after emerging from Maxwell's closet is likely Sarah's. Maxwell is implied to be celibate since his wife's death and he likely kept some of her clothes.