Maxwell's old nanny comes to visit him and tries to get Fran to dress and act more properly. Fran, following her fellow nanny friends advice, changes her clothes for an uniform. After convincing Mr. Sheffield that nanny Mueller has to leave, Fran has a heart-to-heart talk with her, and realizes that underneath all the bitterness is just an old woman who devoted all her life to loving others.
- Fran Drescher as Fran Fine
- Lauren Lane as C.C. Babcock
- Daniel Davis as Niles
- Charles Shaughnessy as Maxwell Sheffield
- Nicholle Tom as Maggie Sheffield
- Benjamin Salisbury as Brighton Sheffield
- Madeline Zima as Grace Sheffield
Special Guest Star
- Cloris Leachman as Clara Mueller
- Lu Leonard as Lupe
- Peggy Blow as Nanny #1
- Irene Olga Lopez as Nanny #2
Fran: Oh, Mr. Sheffield, (Holds up a can of tennis balls) you forgot your balls.
Maxwell: Do you really think she's that bad?
Fran: Did you see The Hand That Rocks The Cradle? She was the technical advisor.
Fran: So, does that mean my job's not in jeopardy?!
Maxwell: No more than usual.
Maxwell: Miss Fine?!
Fran: Yes Mr. Sheffield, sir?
Maxwell: Take off that uniform!
Maxwell: Nanny, are you comparing Miss Fine to a dog?
Nanny Mueller: Not at all, Schnauzer had a pedigree.
Nanny Mueller: (talking to Maggie) Oh, button up dear! If Victoria can keep her secret, so can you.
Fran: Oh, Mr. Sheffield, you forgot your balls. (as she holds up a can of tennis balls)
(Nanny Mueller brings the kids in wearing sailor suits)
Brighton: Fran, I can't go outside in this, somebody will kick my butt.
Fran: Sweetheart, I'd kick your butt