Mr. Sheffield is preparing his will and wants to include Fran in it, naming her the children's guardian in the event of his premature death. C.C. and Maxwell are having Doug Emerson (one of Andrew Lloyd Webber's former investors) for dinner, and his doctor sends his special diet from the American Heart Association. Fran finds it and mistakenly believes that Maxwell is dying; to "save" his life, she gives all the fatty food from the dinner to Doug, which triggers a trip to the hospital for the investor. Meanwhile, one of Gracie's friends has a crush on Brighton, and Fran must play peacemaker.
- 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
- Renee Taylor as Sylvia Fine
- Ann Morgan Guilbert as Yetta Rosenberg
- Rachel Chagall as Valerie Toriello
- Michael Winters as Doug Emerson
- Anne Betancourt as Doctor
- Gabrielle Boni as Erica
- Rochelle Bond as Pamela
C.C. enters the kitchen as Niles was chopping some vegetables while holding a cup)
C.C.: Niles, pour me some more tea. (He ignores her as he continues chopping vegetables) I want some more tea, Niles. (He continues ignoring her) You are a butler, not butle!
(He keeps ignoring her until Maxwell enters the kitchen, which Niles notices)
Niles: Would you like some tea, Miss Babcock?
C.C.: (Not realising Maxwell is behind her) You know damn well I want some more tea, you imbecile! (Maxwell became surprised at what she said) Now pour!
C.C.: Maxwell! (She turns around, completely surprised)
Maxwell: Don't speak to Niles like that! Poor man isn’t a mind reader.
C.C.: (stutters) B-But, Maxwell...
Niles: Oh, it's all right, sir. Perhaps my hearing isn't what it once was. (Turns to C.C., sarcastically) Forgive me. (C.C. leaves in anger)