Maggie wants to bring home her new boyfriend Michael, but is afraid of how her father will behave in front of him. She asks Fran for help, but Maxwell is a little too stubborn. During dinner, Fran is extremely pleased with Michael: he's a male model, he makes about US$800,000 a year (for Niles's desperation), his father is a doctor and he's Jewish! Everything Fran could ever hope for Maggie! Maggie also breaks the news that she's moving in with Michael, but Maxwell won't let her. He and Fran fight, and Sylvia advises Fran to support him. Fran goes to Michael's place, and tries playing guilt on Maggie, but it doesn't work. Maxwell arrives and they act a scene in which they place poor Maggie as a reason of a possible break up. The plan works and she returns home.

Fran walks in Maggie and Michael in bed together, and as she tries to cover it, Maxwell also walks in. He forbids Maggie to do that in the house, and Fran has to convince him to forgive Maggie. Just as she is dressing her up as the young, innocent, non-active Maggie he always knew, Maggie drops the bomb: she might be pregnant! Fran and Maggie work together on buying a home pregnancy test and hiding it from everybody, but once again Maxwell finds out and has them go see a gynecologist. The results come back negative for Maggie, but the doctor suspects Fran might be the one bringing new people to the world. She comes home very excited to share the news with Max, but before she does he tells her what a relief it is not to have a baby since he's not ready to share her yet. Fran decides to keep her secret. To be continued…

Aunt Freida decides to get back at Sylvia for not letting her sing at the wedding and buys her condo, leaving her with no place to go. Sylvia and Morty move in to the Sheffield mansion. At first, Fran is worried about how Maxwell is going to take it, and happy about having her mom around like old times. But Maxwell surprisingly takes it well as Sylvia spoils him like the mother he never had. Fran, on the other hand, starts remembering all the annoying things about living with her mom, and decides she must convince Freida to give her mother's condo back. They make some alterations on the wedding video to make it look like Freida sang on it, and the two sisters-in-law make up. Meanwhile, Niles experiments being a model for a day.

Ms. Babcock finds Niles's proposal pathetic and laughable. Fran tries to contour the situation and teaches Niles a better way for him to start things with Ms. Babcock – call her by her first name, or take her out to a romantic dinner. During the dinner, Niles gets nervous and proposes two more times. C.C. won't let it go and keeps rubbing it into his face, until Niles is fed up and decides to quit, for he can no longer live under such humiliating circumstances. Neither Fran nor Maxwell can do anything to make him stay, and even C.C.'s promise to let it go count for nothing. Finally, Niles tells C.C. she's pathetic and lonely, and will spend the rest of her life waiting for a man that will never come, until one day she looks back and sees she wasted her entire life. Niles storms out and C.C. realizes what he said is true. She decides to move on and quit too. At night, while fighting over some dummy twins the doctor gave Fran, she and Max go to Niles's room and find him and C.C. sleeping